<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Reinsurance Group of America, Incorporated
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
759351 10 9
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(CUSIP Number)
Dorothy L. Murray
Metropolitan Life Insurance Company
4100 Boy Scout Blvd.
Tampa, FL 33607
(813) 801-2063
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copies of all notices should be sent to:
Jonathan L. Freedman, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, NY 10019-6092
(212) 259-8000
January 6, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose 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).
<PAGE> 2
SCHEDULE 13D
<TABLE>
<S> <C>
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CUSIP No. 759351 10 9 Page 2 of 20 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Metropolitan Life Insurance Company
13-5581829
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,784,689*
OWNED BY
EACH -------------------------------------------------------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 24,131,250*
-------------------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
4,784,689*
-------------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
24,131,250*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,915,939*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.9%*
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14 TYPE OF REPORTING PERSON
IC
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</TABLE>
* See Items 3 and 5 below.
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SCHEDULE 13D
<TABLE>
<S> <C>
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CUSIP No. 759351 10 9 Page 3 of 20 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GenAmerica Corporation
43-1779470
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH -------------------------------------------------------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 24,131,250*
-------------------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
24,131,250*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,131,250*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.3%*
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14 TYPE OF REPORTING PERSON
HC, CO
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</TABLE>
* See Items 3 and 5 below.
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SCHEDULE 13D
<TABLE>
<S> <C>
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CUSIP No. 759351 10 9 Page 4 of 20 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General American Life Insurance Company
43-0285930
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH -------------------------------------------------------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 24,131,250*
-------------------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
24,131,250*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,131,250*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.3%*
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14 TYPE OF REPORTING PERSON
IC
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</TABLE>
* See Items 3 and 5 below.
<PAGE> 5
SCHEDULE 13D
<TABLE>
<S> <C>
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CUSIP No. 759351 10 9 Page 5 of 20 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Equity Intermediary Company
43-1727895
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY [ ]
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4 SOURCE OF FUNDS
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -------------------------------------------------------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 24,131,250*
WITH
-------------------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
24,131,250*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,131,250*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.3%*
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14 TYPE OF REPORTING PERSON
HC, CO
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</TABLE>
* See Items 3 and 5 below.
<PAGE> 6
This Statement relates to the common stock, par value of $.01
per share (the "Shares"), of Reinsurance Group of America, Incorporated, a
Missouri corporation ("RGA"). This Statement amends the Schedule 13D Statement
of Metropolitan Life Insurance Company in respect of RGA dated December 1, 1999
by amending and restating Items 2 through 7 in their entirety, as follows:
Item 2. Identity and Background.
(a) through (c) and (f). This Statement is filed on behalf of
(i) Metropolitan Life Insurance Company ("MetLife"), (ii) GenAmerica
Corporation, a wholly owned subsidiary of MetLife ("GenAmerica"), (iii) General
American Life Insurance Company, a wholly owned subsidiary of GenAmerica
("GALIC"), and (iv) Equity Intermediary Company, a wholly owned subsidiary of
GALIC ("EIM") (MetLife, GenAmerica, GALIC and EIM are referred to herein
collectively as the "Filing Parties"). MetLife, a New York life insurance
company, has its principal office and business at One Madison Avenue, New York,
New York 10010. MetLife is not controlled by any person or persons. GenAmerica
and EIM are holding companies and GALIC is an insurance company. GenAmerica,
GALIC and EIM are each Missouri corporations with the address of their principal
offices and businesses at 700 Market Street, St. Louis, Missouri 63101.
Set forth on Schedule A to this Statement, and incorporated
herein by reference, is the name, residence or business address, present
principal occupation or employment (and the name, principal business and address
of any corporation or other organization in which such employment is conducted)
and citizenship of each director and executive officer of the Filing Parties.
(d) During the last five years, none of the Filing Parties nor,
to the best knowledge of the Filing Parties, any of their respective executive
officers or directors has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, none of the Filing Parties nor,
to the best knowledge of the Filing Parties, any of their respective executive
officers or directors has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or other Consideration.
On November 23, 1999, using $125,000,000.13 of working capital,
MetLife purchased 4,784,689 Shares (the "Direct Shares") pursuant to a Stock
Purchase Agreement, dated as of November 23, 1999 (the "RGA Agreement"), by and
between RGA and MetLife, as described in Item 6 below.
On January 6, 2000, MetLife indirectly acquired an additional
24,131,250 Shares (the "Indirect Shares"). Pursuant to the Stock Purchase
Agreement, dated as of August 26, 1999, as amended by the Amendment to Stock
Purchase Agreement dated as of
Page 6 of 20 Pages
<PAGE> 7
September 16, 1999 and the Second Amendment to Stock Purchase Agreement dated as
of January 6, 2000 (as so amended, the "General American Agreement"), by and
between General American Mutual Holding Company, a Missouri mutual insurance
holding company ("General American"), and MetLife, MetLife purchased from
General American all of the issued and outstanding shares of capital stock of
GenAmerica for a purchase price of approximately $1.2 billion. As described in
Item 2 above, GenAmerica is an indirect parent of EIM, which owns all of the
Indirect Shares.
MetLife used approximately $300 million of working capital to finance
the purchase of the stock of GenAmerica. The remainder of the purchase price,
approximately $900 million, was financed by MetLife from the issuance by one of
its subsidiaries, MetLife Funding, Inc. ("MetLife Funding"), of short-term debt
in the form of commercial paper, pursuant to customary commercial paper dealer
arrangements with Deutsche Bank Securities Inc., Chase Securities Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, CS First Boston Corporation and
Goldman, Sachs & Co. The commercial paper has a weighted-average maturity of 70
days and bears a weighted-average interest rate of 6.06%. Upon maturity of the
commercial paper, MetLife Funding may refinance the obligations then due with
proceeds arising from one or more issuances of commercial paper of short
duration that mature at or around the estimated time of completion of the
proposed initial public offering of MetLife, Inc.
The descriptions of the RGA Agreement, the General American
Agreement, the commercial paper dealer arrangements and the transactions
contemplated thereby set forth in this Statement are qualified in their entirety
by reference to the RGA Agreement included as Exhibit 1 to this Statement, the
General American Agreement included as Exhibits 2, 2A and 2B to this Statement,
and the commercial paper dealer agreements included as Exhibits 5, 6 and 7 to
this Statement, with each such Exhibit being incorporated herein by reference.
Item 4. Purpose of Transaction.
MetLife purchased the Direct Shares in order to provide RGA with
an equity infusion for general corporate purposes. MetLife acquired the Indirect
Shares as a result of its purchase of GenAmerica pursuant to the General
American Agreement.
From time to time, as market conditions warrant, the Filing
Parties may acquire additional securities or dispose of securities of RGA. The
Filing Parties currently plan to add three people associated with MetLife to the
board of directors of RGA, at least one of whom would fill a vacancy. The
persons currently being considered to be added to the board of directors of RGA
are Terence I. Lennon, an Executive-Vice President of MetLife, John H. Tweedie,
a Senior Executive Vice-President of MetLife, and Judy E. Weiss, Executive
Vice-President and Chief Actuary of MetLife. The Filing Parties are also
considering whether to make changes in the present management of RGA. Except as
set forth herein or as contemplated by the RGA Agreement or the General American
Agreement, the Filing Parties have no present plans or proposals which relate to
or would result in any of the following:
Page 7 of 20 Pages
<PAGE> 8
(a) The acquisition of additional securities or the disposition
of securities of RGA;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving RGA or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of RGA or of
any of its subsidiaries;
(d) Any change in the present board of directors or management of
RGA, including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board of directors;
(e) Any material change in the present capitalization or dividend
policy of RGA;
(f) Any other material change in RGA's business or corporate
structure;
(g) Changes in RGA's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of RGA by
any person;
(h) Causing a class of securities of RGA to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of RGA becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
The Filing Parties may at any time hereafter reconsider and change
their plans or proposals, or formulate new plans or proposals, relating to the
foregoing. Bernard A. Edison, H Edwin Trusheim and William P. Stiritz, directors
of GenAmerica and GALIC, and Richard A. Liddy, Chairman, President and Chief
Executive Officer of GenAmerica and GALIC, are directors of RGA. In addition, A.
Greig Woodring, Executive Vice President - Reinsurance of GALIC is a director
and the President and Chief Executive Officer of RGA. In their capacities as
directors or officers of RGA they will participate in the consideration of
matters relating to RGA and its business.
Item 5. Interest in Securities of the Issuer.
(a) and (b). As of January 6, 2000, MetLife beneficially owned
28,915,939 Shares, or approximately 57.9 percent of the outstanding Shares. Of
such Shares, MetLife has sole voting and dispositive power with respect to
4,784,689 Shares and shares voting and dispositive power with GenAmerica, GALIC
and EIM with respect to 24,131,250
Page 8 of 20 Pages
<PAGE> 9
Shares. As of January 6, 2000, GenAmerica, GALIC and EIM beneficially owned
24,131,250 Shares, or approximately 48.3 percent of the outstanding Shares. With
respect to such Shares, GenAmerica, GALIC and EIM share voting and dispositive
power with MetLife and each other. See also Item 2 above.
The following information in this paragraph is to the best
knowledge of the Filing Parties. As of January 6, 2000, August A. Busch III, a
director of GenAmerica and GALIC, beneficially owned 2,550 Shares and had sole
voting and dispositive power with respect to such Shares. As of January 6, 2000,
William E. Cornelius, a director of GenAmerica and GALIC, beneficially owned
1,113 Shares and had sole voting and dispositive power with respect to such
Shares. As of January 6, 2000, Bernard A. Edison, a director of GenAmerica and
GALIC, may be deemed to have beneficially owned 27,390 Shares, of which (i)
15,750 Shares were owned directly by Mr. Edison (Mr. Edison had sole voting and
dispositive power with respect to such Shares), (ii) 5,820 Shares were owned by
Marilyn Edison, his spouse (Mr. Edison did not have voting or dispositive power
with respect to such Shares and disclaimed beneficial ownership of such Shares),
(iii) 2,910 Shares were held in a trust for David Edison, Mr. Edison's child, of
which Mr. Edison was co-trustee (Mr. Edison shared voting and dispositive power
with respect to such Shares with David Edison, a co-trustee of the trust, and
disclaimed beneficial ownership of such Shares), and (iv) 2,910 Shares were
owned by a partnership in which Mr. Edison held an ownership interest (Mr.
Edison had sole voting and dispositive power with respect to such Shares and
disclaimed beneficial ownership of such Shares except to the extent of his
pecuniary interest therein). As of January 6, 2000, Craig D. Schnuck, a director
of GenAmerica and GALIC, beneficially owned 2,000 Shares and had sole voting and
dispositive power with respect to such Shares. As of January 6, 2000, William P.
Stiritz, a director of GenAmerica and GALIC, may be deemed to have been the
beneficial owner of 403,690 Shares, of which (i) 266,200 Shares were owned
directly by Mr. Stiritz, (ii) 67,500 Shares were owned by Susan Stiritz, Mr.
Stiritz's spouse, (iii) 24,175 Shares were owned by Nicholas P. Stiritz, Mr.
Stiritz's child, (iv) 27,500 Shares were owned by Rebecca Daly, Mr. Stiritz's
child, (v) 10,875 Shares were owned by Charlotte Nagy, Mr. Stiritz's child and
(vi) 7,440 Shares were owned by Mary Stiritz, Mr. Stiritz's former spouse; Mr.
Stiritz disclaimed beneficial ownership of all the aforementioned Shares other
than the 266,200 Shares owned by him directly. As of January 6, 2000, Andrew C.
Taylor, a director of GenAmerica and GALIC, beneficially owned 2,250 Shares and
shared voting and dispositive power with respect to such Shares with Barbara B.
Taylor. As of January 6, 2000, H Edwin Trusheim, a director of GenAmerica and
GALIC, beneficially owned 6,750 Shares and had sole voting and dispositive power
with respect to such Shares. As of January 6, 2000, Robert L. Virgil, a director
of GenAmerica and GALIC, beneficially owned 225 Shares which were owned by
Geraldine J. Virgil, his spouse, and shared voting and dispositive power with
respect to such Shares with her. As of January 6, 2000, John W. Barber, Vice
President and Controller of GenAmerica and GALIC, and Chairman and President of
EIM, may be deemed to have been the beneficial owner of 900 Shares held by Mary
L. Barber, his spouse, as trustee of a trust; Mr. Barber did not have voting or
dispositive power with respect to such Shares and disclaimed beneficial
ownership of such Shares. As of January 6, 2000, Bernard H Wolzenski, Executive
Vice President - Individual of GenAmerica and GALIC, beneficially owned 2,725
Shares, of which (i)
Page 9 of 20 Pages
<PAGE> 10
1,125 Shares were owned by Mr. Wolzenski and Jeanne A. Wolzenski, his spouse
(Mr. Wolzenski shared voting and dispositive power with Jeanne A. Wolzenski with
respect to such Shares) and (ii) 1,600 Shares were held by Jeanne A. Wolzenski
as trustee of a trust. As of January 6, 2000, A. Greig Woodring, Executive Vice
President - Reinsurance of GALIC and a director and the President and Chief
Executive Officer of RGA, beneficially owned 160,781 Shares and had sole voting
and dispositive power with respect to such Shares. In addition, the proxy
statement of RGA, dated July 23, 1999, stated that, as of May 31, 1999, Richard
A. Liddy, Chairman, President and Chief Executive Officer of GenAmerica and
GALIC, beneficially owned 96,750 shares of Voting Common Stock of RGA and 5,500
shares of Non-Voting Common Stock of RGA (at such time RGA had both Voting and
Non-Voting Common Stock), which included 22,500 shares of Voting Common Stock of
RGA and 5,550 shares of Non-Voting Common Stock of RGA held in a joint account
with Mr. Liddy's spouse, an account over which he had shared voting and
investment power. Some of the Shares described in this paragraph may be in the
form of stock options exercisable within 60 days or restricted stock. None of
the Share ownership described in this paragraph represents beneficial ownership
by any individual of more than 1% of the outstanding Shares.
The percentage amounts set forth in this Item 5 are based upon the
number of Shares issued and outstanding as of October 29, 1999, as described in
RGA's Quarterly Report on Form 10-Q for the quarterly period ended September 30,
1999, plus an amount equal to the Direct Shares and assumes (as represented by
RGA in the RGA Agreement) that the source of the Direct Shares were treasury
Shares or authorized and unissued Shares.
(c) In the 60 days prior to the date of filing of this Statement,
none of the Filing Parties nor, to the best knowledge of the Filing Parties, any
of their respective directors and executive officers has effected any
transactions in the Shares, except as disclosed in this Statement.
(d) No other person is known by the Filing Parties to have the
right to receive or the power to direct the receipt of dividends from, and the
proceeds from the sale of, the Direct Shares or the Indirect Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Pursuant to the RGA Agreement, MetLife purchased the Direct Shares
from RGA for a purchase price of $26.125 per share, or $125,000,000.13 in the
aggregate (less $50,000 for MetLife's legal fees which RGA agreed to pay). RGA
agreed to use such proceeds for general corporate purposes. In connection with
the purchase and sale of such Shares under the RGA Agreement, RGA and MetLife
executed and delivered a Registration Rights Agreement, dated as of November 23,
1999 (the "Registration Rights Agreement"). The Registration Rights Agreement
requires RGA, following a request from MetLife, to register the offer and sale
of all or any part of the Direct Shares under the Securities Act of 1933, as
amended (the "Securities Act"). The Registration Rights
Page 10 of 20 Pages
<PAGE> 11
Agreement also permits MetLife to include all or any part of the Direct Shares
in certain other proposed registrations by RGA of its Shares under the
Securities Act.
Additional registration rights relating to Indirect Shares are
set forth in the Registration Rights Agreement, dated as of April 15, 1993 (the
"1993 Registration Rights Agreement"), between RGA and GALIC. The 1993
Registration Rights Agreement requires RGA, following a request, to register the
offer and sale of Indirect Shares under the Securities Act, and permits the
inclusion of Indirect Shares in certain other proposed registrations by RGA of
its Shares under the Securities Act.
The descriptions of the Registration Rights Agreement and the
1993 Registration Rights Agreement set forth in this Statement are qualified in
their entirety by reference to such agreements, included as Exhibits 3 and 4,
respectively, to this Statement, each of which is incorporated herein in its
entirety by reference.
See also Item 3 above.
Item 7. Materials to be Filed as Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
1 RGA Agreement.*
2 Stock Purchase Agreement, dated as of
August 26, 1999, by and between
General American and MetLife.*
2A Amendment to Stock Purchase
Agreement, dated as of September 16,
1999, by and between General
American and MetLife.
2B Second Amendment to Stock Purchase
Agreement, dated as of January 6,
2000, by and between General American
and MetLife.
3 Registration Rights Agreement.*
4 1993 Registration Rights Agreement,
filed as an exhibit to Amendment No.
1 to RGA's Registration Statement on
Form S-1 (No. 33-58960), is incorporated
herein by reference.
5 Commercial Paper Dealer Agreement, dated
as of November 24, 1999, between MetLife
Funding and Deutsche Bank Securities Inc.
</TABLE>
- --------------------------
* Previously filed.
Page 11 of 20 Pages
<PAGE> 12
6 Commercial Paper Dealer Agreement, dated as of
September 24, 1999, between MetLife Funding and
Chase Securities Inc.
7 3(a)(3) Commercial Paper Agreement dated May 13,
1996 between MetLife Funding and CS First Boston
Corporation.
8 Joint Filing Agreement, dated January 14, 2000,
among the Filing Parties.
Page 12 of 20 Pages
<PAGE> 13
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: January 14, 2000
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Dorothy L. Murray
-------------------------------------------
Name: Dorothy L. Murray
Title: Asst. VP
GENAMERICA CORPORATION
By: /s/ Robert J. Banstetter
-------------------------------------------
Name: Robert J. Banstetter
Title: Vice President, General Counsel
and Secretary
GENERAL AMERICAN LIFE INSURANCE COMPANY
By: /s/ Robert J. Banstetter
-------------------------------------------
Name: Robert J. Banstetter
Title: Vice President, General Counsel
and Secretary
EQUITY INTERMEDIARY COMPANY
By: /s/ Matthew P. McCauley
-------------------------------------------
Name: Matthew P. McCauley
Title: Director, Vice President,
General Counsel and Secretary
Page 13 of 20 Pages
<PAGE> 14
INCUMBENCY CERTIFICATE OF METLIFE
I, Thomas C. Hoi, an Assistant Secretary of MetLife, do hereby
certify that the following is a full, true and correct copy of Section 4.1 of
the By-Laws of MetLife:
"Any officer, or any employee designated for the purpose by the
chief executive officer, shall have power to execute all
instruments in writing necessary or desirable for the Company to
execute in the transaction and management of its business and
affairs (including, without limitation, contracts and agreements,
transfers of bonds, stocks, notes and other securities, proxies,
powers of attorney, deeds, leases, releases, satisfactions and
instruments entitled to be recorded in any jurisdiction, but
excluding, to the extent otherwise provided for in the Bylaws,
authorizations for the disposition of the funds of the Company
deposited in its name and policies, contracts, agreements,
amendment and endorsements of, for or in connection with insurance
or annuities) and to affix the corporate seal."
I further certify that the following person is an officer of
MetLife and that the signature set forth opposite such officer's name is the
genuine signature of such officer:
Name Title Signature
Dorothy L. Murray Assistant Vice-President /s/ Dorothy L. Murray
---------------------
In witness whereof, I have hereunto set my hand and have caused to
be affixed the corporate seal of MetLife this 14th day of January, 2000.
/s/ Thomas C. Hoi
-------------------------
Thomas C. Hoi
Assistant Secretary
Page 14 of 20 Pages
<PAGE> 15
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF METLIFE
Set forth below is the name and present principal occupation
or employment of each director and executive officer of MetLife. Except as set
forth below, each present principal occupation set forth opposite an
individual's name refers to MetLife. MetLife is a New York life insurance
company. The principal business address of MetLife is One Madison Avenue, New
York, New York 10010. Each person listed below is a citizen of the United
States, except for Mr. Tweedie who is a citizen of the United Kingdom and
Canada.
Directors
<TABLE>
<CAPTION>
Name and Business Address Present Principal Occupation or Employment
- ------------------------- ------------------------------------------
<S> <C>
Curtis H. Barnette Chairman and Chief Executive Officer, Bethlehem Steel
Bethlehem Steel Corporation Corporation (steel manufacturing)
1170 Eighth Avenue, Martin Tower 2118
Bethlehem, Pennsylvania 18016
Robert H. Benmosche Chairman of the Board, President and Chief Executive
Officer
Gerald Clark Vice-Chairman of the Board and Chief Investment
Officer
Joan Ganz Cooney Chairman, Executive Committee, Children's Television
Children's Television Workshop Workshop (broadcasting)
One Lincoln Plaza
New York, New York 10023
Burton A. Dole, Jr. Retired Chairman, President and Chief Executive
Puritan Bennett Officer, Puritan Bennett (medical device
P.O. Box 208 manufacturing)
Pauma Valley, California 92061
James R. Houghton Chairman of the Board Emeritus, Corning Incorporated
Corning Incorporated (ceramics manufacturing)
80 East Market Street, 2nd Floor
Corning, New York 14830
Harry P. Kamen Retired Chairman of the Board and Chief Executive
Metropolitan Life Insurance Company Officer
200 Park Avenue, Suite 5700
New York, New York 10166
</TABLE>
Page 15 of 20 Pages
<PAGE> 16
<TABLE>
<S> <C>
Helene L. Kaplan Of Counsel, Skadden, Arps, Slate, Meagher & Flom, LLP
Skadden, Arps, Slate, Meagher & (law firm)
Flom, LLP
919 Third Avenue
New York, New York 10022
Charles M. Leighton Retired Chairman and Chief Executive Officer, CML
CML Group, Inc. Group, Inc. (exercise and leisure products)
P.O. Box 247
Bolton, Massachusetts 01740
Allen E. Murray Retired Chairman of the Board and Chief Executive
Mobil Corporation Officer, Mobil Corporation (petroleum refining)
375 Park Avenue, Suite 2901
New York, New York 10152
Stewart G. Nagler Vice-Chairman of the Board and Chief Financial Officer
John J. Phelan, Jr. Retired Chairman and Chief Executive Officer, New
New York Stock Exchange, Inc. York Stock Exchange, Inc. (securities trading
P.O. Box 312 exchange)
Mill Neck, New York 11765
Hugh B. Price President and Chief Executive Officer, National Urban
National Urban League, Inc. League, Inc. (charitable institution)
120 Wall Street, 7th & 8th Floors
New York, New York 10005
Robert G. Schwartz Retired Chairman of the Board, President and Chief
Metropolitan Life Insurance Company Executive Officer
200 Park Avenue, Suite 5700
New York, New York 10166
Ruth J. Simmons, Ph.D. President, Smith College (educational institution)
Smith College
College Hall 20
Northampton, Massachusetts 01063
William C. Steere, Jr. Chairman of the Board and Chief Executive Officer,
Pfizer Inc. Pfizer Inc. (pharmaceutical manufacturing)
235 East 42nd Street
New York, New York 10017
</TABLE>
Page 16 of 20 Pages
<PAGE> 17
Executive Officers
(Who Are Not Directors)
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
<S> <C>
Gary A. Beller Senior Executive Vice-President and General Counsel
James M. Benson President, Individual Business; Chairman, Chief Executive Officer and
President, New England Life Insurance Company
C. Robert Henrikson President, Institutional Business
Catherine A. Rein Senior Executive Vice-President; President and Chief Executive Officer,
Metropolitan Property and Casualty Insurance Company
William J. Toppeta President, Client Services; Chief Administrative Officer
John H. Tweedie Senior Executive Vice-President
Lisa M. Weber Executive Vice-President, Human Resources
Judy E. Weiss Executive Vice-President and Chief Actuary
</TABLE>
Page 17 of 20 Pages
<PAGE> 18
DIRECTORS AND EXECUTIVE OFFICERS OF GENAMERICA AND GALIC
Set forth below is the name and present principal occupation
or employment of each director and executive officer of GenAmerica and GALIC.
GenAmerica is a holding company and GALIC is an insurance company. The principal
business address of each of GenAmerica and GALIC is 700 Market Street, St.
Louis, Missouri 63101. Each person listed below is a citizen of the United
States.
Directors of Both GenAmerica and GALIC
<TABLE>
<CAPTION>
Name and Business Address Present Principal Occupation or Employment
- ------------------------- ------------------------------------------
<S> <C>
August A. Busch III Chairman and President, Anheuser-Busch Companies,
Anheuser-Busch Companies, Inc. Inc. (brewing, aluminum beverage container
One Busch Place manufacturing and operating theme parks)
St. Louis, Missouri 63118
William E. Cornelius Retired Chairman and Chief Executive Officer, Union
#2 Dunlora Lane Electric Company (now Ameren Corporation) (electric
St. Louis, Missouri 63131 utility)
John C. Danforth Partner, Bryan Cave LLP (law firm)
Bryan Cave LLP
One Metropolitan Square, Suite 3600
St. Louis, Missouri 63102
Bernard A. Edison Former President, Edison Brothers Stores, Inc.
Edison Brothers Stores, Inc. (retail specialty stores)
500 Washington Avenue, Suite 1234
St. Louis, Missouri 63101
Richard A. Liddy Chairman, President and Chief Executive Officer,
GenAmerica and GALIC
William E. Maritz Chairman, Maritz Inc. (travel and communication
Maritz Inc. services and motivation, training and marketing
1375 N. Highway Drive research)
St. Louis, Missouri 63099
Craig D. Schnuck Chairman and Chief Executive Officer, Schnuck
Schnuck Markets, Inc. Markets, Inc. (retail grocery stores)
11420 Lackland Road
St. Louis, Missouri 63146
William P. Stiritz Chairman, President and Chief Executive Officer,
Agribrands International, Inc. Agribrands International, Inc. (production and
9811 South Forty Drive marketing of animal feed and agricultural and
St. Louis, Missouri 63124 nutritional products)
</TABLE>
Page 18 of 20 Pages
<PAGE> 19
<TABLE>
<S> <C>
Andrew C. Taylor Chief Executive Officer and President, Enterprise
Enterprise Rent-A-Car Rent-A-Car (automobile leasing)
600 Corporate Park Drive
St. Louis, Missouri 63105
H Edwin Trusheim Retired Chairman, GALIC
GenAmerica Corporation
700 Market Street
St. Louis, Missouri 63101
Robert L. Virgil General Principal, Edward Jones & Co. (securities
Edward Jones & Co. firm)
12555 Manchester Road
St. Louis, Missouri 63131
Virginia V. Weldon Retired Senior Vice President for Public Policy,
242 Carlyle Lake Drive Monsanto Company (life sciences)
St. Louis, Missouri 63141
Ted C. Wetterau President, Wetterau Associates, LLC (investment
Wetterau Associates, LLC management)
8112 Maryland Avenue, Suite 250A
St. Louis, Missouri 63105
</TABLE>
Executive Officers of GenAmerica and/or GALIC
(Who Are Not Directors)
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
<S> <C>
Robert J. Banstetter Vice President, General Counsel and Secretary, GenAmerica and GALIC
John W. Barber Vice President and Controller, GenAmerica and GALIC; Chairman and
President, EIM
Kevin C. Eichner Executive Vice President, GALIC
David L. Herzog Vice President - Administration and Chief Financial Officer, GenAmerica;
Vice President - Administration, GALIC
E. Thomas Hughes Treasurer and Corporate Actuary, GenAmerica and GALIC
Bernard H Wolzenski Executive Vice President - Individual, GenAmerica and GALIC
A. Greig Woodring Executive Vice President - Reinsurance, GALIC; President and Chief
Executive Officer, RGA
</TABLE>
Page 19 of 20 Pages
<PAGE> 20
DIRECTORS AND EXECUTIVE OFFICERS OF EIM
Set forth below is the name and present principal occupation
or employment of each director and executive officer of EIM. EIM is a holding
company. GenAmerica Management Corporation provides administrative services to
businesses in the GenAmerica family. The principal business address of EIM and
GenAmerica Management Corporation is 700 Market Street, St. Louis, Missouri
63101. Each person listed below is a citizen of the United States and is both a
director and an executive officer of EIM.
Directors and Executive Officers
<TABLE>
<CAPTION>
Name and Business Address Present Principal Occupation or Employment
- ------------------------- ------------------------------------------
<S> <C>
John W. Barber Vice President and Controller, GenAmerica and GALIC;
Chairman and President, EIM
Barry C. Cooper Vice President and Controller, GenAmerica Management
Corporation; Treasurer, EIM
Matthew P. McCauley Vice President, Associate General Counsel and
Assistant Secretary, GenAmerica and GALIC; Vice
President, General Counsel and Secretary, EIM
</TABLE>
Page 20 of 20 Pages
<PAGE> 21
\
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
1 RGA Agreement.*
2 Stock Purchase Agreement, dated as of
August 26, 1999, by and between
General American and MetLife*
2A Amendment to Stock Purchase Agreement,
dated as of September 16, 1999, by and
between General American and MetLife.
2B Second Amendment to Stock Purchase
Agreement, dated as of January 6, 2000,
by and between General American and MetLife.
3 Registration Rights Agreement.*
4 1993 Registration Rights Agreement, filed as
an exhibit to Amendment No. 1 to RGA's
Registration Statement on Form S-1
(No. 33-58960), is incorporated herein
by reference.
5 Commercial Paper Dealer Agreement, dated
as of November 24, 1999, between MetLife
Funding and Deutsche Bank Securities Inc.
6 Commercial Paper Dealer Agreement, dated as of
September 24, 1999, between MetLife Funding
and Chase Securities Inc.
7 3(a)(3) Commercial Paper Agreement dated May
13, 1996 between MetLife Funding and CS First
Boston Corporation.
8 Joint Filing Agreement, dated January 14, 2000,
among the Filing Parties.
</TABLE>
- --------------------------
* Previously filed.
<PAGE> 1
Exhibit 2A
AMENDMENT TO STOCK
PURCHASE AGREEMENT
AMENDMENT TO STOCK PURCHASE AGREEMENT, dated as of September 16, 1999, by
and between GENERAL AMERICAN MUTUAL HOLDING COMPANY, a Missouri mutual insurance
holding company ("Seller"), and METROPOLITAN LIFE INSURANCE COMPANY, a New York
mutual life insurance company ("Buyer").
RECITALS
WHEREAS, Buyer and Seller have previously entered into a Stock Purchase
Agreement, dated as of August 26, 1999 (the "Stock Purchase Agreement")
(capitalized terms used but not defined herein shall have the meanings ascribed
thereto in the Stock Purchase Agreement); and
WHEREAS, Buyer and Seller wish to amend the Stock Purchase Agreement as
provided herein;
NOW, THEREFORE, in connection with and in consideration of the premises
and the mutual agreements and covenants hereinafter set forth, the Buyer and the
Seller hereby agree as follows:
1. Section 3.2(g) of the Stock Purchase Agreement is hereby amended
to read in its entirety as follows:
"(g) The Purchase Price proceeds shall be paid (i) to the Seller if the
Seller is not the subject of a rehabilitation proceeding, and (ii) into the
Account (as defined in Article 11 of the Reorganization Plan) if the Seller is
the subject of a rehabilitation proceeding."
2. Section 9.3(d) of the Stock Purchase Agreement is hereby deleted.
Insofar as the Stock Purchase Agreement refers to the Escrow Agreement, such
references shall be deemed to be references to the provisions of Article 11 of
the Reorganization Plan. Insofar as the Stock Purchase Agreement refers to the
Escrow or the Escrow Account, such references shall be deemed to be references
to the Account (as defined in Article 11 of the Reorganization Plan). Insofar as
the Stock Purchase Agreement refers to the Escrow Agent, such references shall
be deemed to be references to the Director of Insurance of the State of
Missouri, acting solely in his capacity as the statutory rehabilitator of
Seller, and further solely insofar as he holds any portion of the Account and is
authorized to act with respect thereto.
3. Buyer agrees and acknowledges that the overbid procedures set
forth in the "Order Approving Certain Matters as to the Acquisition of
GenAmerica Corporation by Metropolitan Life Insurance Company" proposed to be
issued on September 17, 1999
<PAGE> 2
by the Missouri court supervising the Reorganization Proceeding are in
conformity with the covenants of Seller set forth in Section 6.13 of the Stock
Purchase Agreement.
4. The number "21" in the first sentence of Section 6.6(d) of the
Stock Purchase Agreement is hereby replaced with the number "28".
5. There are hereby added to the Stock Purchase Agreement two new
subsections (h) and (i) of Section 9.1 (Conditions to Buyer's Obligations) to
read in their entirety as follows:
"(h) Seller shall have granted to Buyer a first priority perfected
security interest in or first priority perfected lien upon the Account and the
Account Fund (as those terms are defined in the Reorganization Plan) and all
assets comprising such Account Fund, to be evidenced by:
(i) filed financing statement(s) under the Uniform Commercial Code
as enacted in the relevant jurisdiction(s) (the "UCC");
(ii) reports of lien and judgment searches of appropriate records;
and
(iii) the Final Plan Confirmation Judgment (as defined in the
Reorganization Plan);
provided, however, if there is a reasonable basis for Buyer concluding, under
applicable law, that all or any of the foregoing are legally insufficient to
grant to Buyer a first priority perfected security interest or first priority
perfected lien, the parties shall cooperate in good faith to find an alternative
mechanism which has a legal effect substantially identical to the first priority
perfected security interest or first priority perfected lien described above,
which mechanism does not adversely affect the rights of the respective parties;
and
(i) Seller shall have obtained a signed agreement from the financial
institution at which the Account is required to be established pursuant to the
Reorganization Plan indicating that such institution (i) has established the
Account in accordance with the Reorganization Plan and has acknowledged receipt
of a copy of the Final Plan Confirmation Judgment (as defined in the
Reorganization Plan), (ii) has acknowledged that it is a "securities
intermediary" and that the Account and the assets comprising the Account Fund
are "investment property" and "financial assets" within the meaning of the UCC,
and are not deposit accounts, (iii) has agreed that it will not enter into an
agreement with any person that would give such person "control" over the Account
or the Account Fund within the meaning of the UCC and (iv) has agreed that it
will disburse assets comprising the Account Fund only upon request of the
Rehabilitator (as defined in the Reorganization Plan) supported by either an
order of the Rehabilitation Court (as defined in the Reorganization Plan) or the
written consent of the Buyer."
2
<PAGE> 3
6. The word "and" following the semi-colon at the end of Section
9.1(f) of the Stock Purchase Agreement is hereby deleted, and the period at the
end of Section 9.1(g) of the Stock Purchase Agreement is hereby replaced with a
semi-colon.
7. A new Section 12.11 is hereby added to the Stock Purchase
Agreement to read in its entirety as follows:
"Section 12.11 Security Interest. To secure Buyer's right to indemnity
pursuant to Articles VIII and X of the Stock Purchase Agreement, Seller hereby
grants to Buyer a first priority perfected security interest in all of Seller's
right, title and interest in and to the proceeds of the Seller's right to
receive the Purchase Price described in the Stock Purchase Agreement, as amended
by this Amendment (including, without limitation, all investments and
reinvestments of, and substitutions for, such proceeds). Such security interest
shall not attach until the Closing Date and, upon the Closing, shall for all
purposes be deemed to be, and be treated as, part of the MetLife Lien (as
defined in the Reorganization Plan). Notwithstanding the foregoing, the first
priority perfected security interest created by this Section 12.11 shall not in
any way impair any of the rights, or restrict the exercise of any of the
remedies, of the Seller under the Stock Purchase Agreement prior to the Closing.
Seller shall promptly execute and deliver to Buyer such further instruments and
documents, and take such further action (including, without limitation,
execution and delivery to Buyer of UCC financing statements to be filed in such
jurisdictions as Buyer may determine) as Buyer may reasonably request for the
purpose of perfecting, and otherwise obtaining or preserving the full benefit to
Buyer of, such first priority perfected security interest."
8. Exhibit B to the Stock Purchase Agreement is hereby deleted.
9. A new Exhibit C to the Stock Purchase Agreement, in the form of
Appendix I attached hereto, is hereby added to the Stock Purchase Agreement.
10. There is hereby added to the Stock Purchase Agreement a new
subsection (j) of Section 9.1 (Conditions to Buyer's Obligations) to read in its
entirety as follows:
"(j) The Reorganization Plan as set forth in Exhibit C hereto shall be
approved by the Rehabilitation Court with only such modifications that will not
materially impair the rights or interests of Buyer under this Agreement."
11. There is hereby added to the Stock Purchase Agreement a new
subsection (e) of Section 9.2 (Conditions to Seller's Obligations) to read in
its entirety as follows:
"(e) The Reorganization Plan as set forth in Exhibit C hereto shall be
approved by the Rehabilitation Court with only such modifications that will not
materially impair the rights or interests of Seller under this Agreement."
12. There is hereby added to the Stock Purchase Agreement a new
subsection (k) of Section 9.1 (Conditions to Buyer's Obligations) to read in its
entirety as follows:
3
<PAGE> 4
"(k) GALIC shall not be in administrative supervision."
13. Section 6.20 of the Stock Purchase Agreement is hereby amended to
read in its entirety as follows:
"Section 6.20 Capital Contribution. In the event that Buyer and Seller
implement the exchange program contemplated by Section 7.1(c)(i) hereof and the
Closing occurs, (x) Buyer will make a capital contribution to GALIC not later
than the fifteenth Business Day following the Closing Date in the amount of
one-half of the aggregate risk premium payments theretofore made by GALIC to
Buyer pursuant to Section 7.1(c)(i) hereof, (y) Buyer will make a further
capital contribution to GALIC equal to the amount set forth in clause (x) above
not later than the earlier of (i) the 180th day following the Closing Date and
(ii) the day following the termination or cancellation of the last exchange
contracts issued by Buyer pursuant to Section 7.1(c)(i), and (z) Buyer will
release GALIC from all payment obligations required to be made after the Closing
Date pursuant to Section 7.1(c)(i)."
For purposes of this Amendment, "Reorganization Plan" shall mean the Plan
of Reorganization in the form of Appendix I hereto.
Except as provided herein, the Stock Purchase Agreement shall remain
unamended and in full force and effect.
4
<PAGE> 5
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first set forth above.
GENERAL AMERICAN MUTUAL
HOLDING COMPANY
By: /s/ Robert J. Banstetter
-------------------------------------
Name: Robert J. Banstetter
Title: Vice President, General Counsel
and Secretary
METROPOLITAN LIFE INSURANCE
COMPANY
By: /s/ Terence I. Lennon
-------------------------------------
Name: Terence I. Lennon
Title: Executive Vice President
5
<PAGE> 1
Exhibit 2B
SECOND AMENDMENT TO STOCK
PURCHASE AGREEMENT
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT, dated as of January 6, 2000
("Amendment Agreement"), by and between GENERAL AMERICAN MUTUAL HOLDING COMPANY,
a Missouri mutual insurance holding company ("Seller"), and METROPOLITAN LIFE
INSURANCE COMPANY, a New York mutual life insurance company ("Buyer").
RECITALS
WHEREAS, Buyer and Seller have previously entered into a Stock Purchase
Agreement, dated as of August 26, 1999, as amended on September 16, 1999 (the
"Stock Purchase Agreement") (capitalized terms used but not defined herein shall
have the meanings ascribed thereto in the Stock Purchase Agreement);
WHEREAS, Buyer and Seller wish to eliminate the current adjustment to the
Purchase Price specified in Section 2.2 of the Stock Purchase Agreement and to
provide for an alternative adjustment based on daily interest on the Purchase
Price to compensate Seller for the deferral of the Closing Date past the date
specified for the Closing in Section 3.1 of the Stock Purchase Agreement;
WHEREAS, Seller and Buyer wish to provide for (a) payment in full at the
Closing of the principal of, and accrued interest to the Closing Date on,
Seller's $5,000,000 Promissory Note to GALIC (the "Note", a copy of which is
attached hereto as Appendix I) and (b) reimbursement of Seller by Buyer at the
Closing for the amount of Seller's interest payments on the Note during the
period of deferral of the Closing Date past the date specified for the Closing
in Section 3.1 of the Stock Purchase Agreement that is in excess of interest
calculated using a reasonable earnings rate on invested funds for such period
and (c) reimbursement for certain other incidental expenses of the Seller; and
WHEREAS, Buyer and Seller wish to amend the Stock Purchase Agreement as
provided herein;
NOW, THEREFORE, in connection with and in consideration of the premises
and the mutual agreements and covenants hereinafter set forth, the Buyer and the
Seller hereby agree as follows:
1. Section 2.2 of the Stock Purchase Agreement is hereby amended to
read in its entirety as follows:
"Section 2.2 Adjustment of Purchase Price. The Purchase Price shall be
adjusted as follows:
<PAGE> 2
The Purchase Price shall be increased by an amount equal to $201,000 per
day for each of the 14 days in the period from and including December 23, 1999
through and including January 5, 2000."
2. There are hereby added to the Stock Purchase Agreement new
Sections 3.2(l) and 3.2(m) to read in their entirety as follows:
"(l) Buyer shall deliver to Seller by Wire Transfer same day funds in
an amount equal to the sum of (a) $312 per day for each of the 14 days in the
period from and including December 23, 1999 through and including January 5,
2000. If the Rehabilitation Court determines, as contemplated by Section 3.2(g),
that the Specified Date was a date earlier than December 23, 1999, then promptly
following such judgment, Buyer shall deliver by Wire Transfer same day funds
into the Account in an amount equal to $312 per day for each of the days in the
period from and including the Specified Date to and including December 22, 1999
and, if the Rehabilitation Court so determines, interest on the aforementioned
funds at the rate of 6.0% per annum from and including January 6, 2000 to but
not including the date of such Wire Transfer."
"(m) Seller shall deliver to GALIC by Wire Transfer same day funds in
an amount equal to the full principal of, and accrued interest to the Closing
Date on, the Note, less $1,500,000."
3. Section 3.2(g) of the Stock Purchase Agreement is hereby amended
to read in its entirety as follows:
"(g) The Purchase Price proceeds, less $1,500,000 withheld from such
proceeds to be applied to payment of the principal of, and interest on, the
Note, shall be paid into the registry of the Rehabilitation Court, and promptly
following receipt of approval of the Rehabilitation Court, into the Account (as
defined in Article 11 of the Reorganization Plan). If directed by the
Rehabilitation Court, the Account may be constituted as two or more separate
securities accounts, which shall be referred to collectively in this Agreement
as the Account. Promptly following the Closing Date, Buyer and Seller agree to
submit to the Rehabilitation Court, for its judgment, the determination of the
date (the "Specified Date") which is two Business Days following the date on
which all approvals or orders required in connection with the Reorganization
Proceeding in order to permit the consummation of the transactions contemplated
by this Agreement, as amended, were obtained and became final and
non-appealable. If the Rehabilitation Court finds that the Specified Date was a
date earlier than December 23, 1999, then promptly following such judgment,
Buyer shall deliver by Wire Transfer same day funds into the Account in an
amount equal to $201,000 per day for each of the days in the period from and
including the Specified Date to and including December 22, 1999 and, if the
Rehabilitation Court so determines, interest on the aforementioned funds at the
rate of 6.0% per annum from and including January 6, 2000 to but not including
the date of such Wire Transfer."
2
<PAGE> 3
4. A new Section 8.1(g) is hereby added to the Stock Purchase
Agreement to read in its entirety as follows:
"(g) Buyer hereby agrees to indemnify and hold harmless Seller for the
excess, if any, of (i) the total Taxes and Associated Expenses (as defined
herein) to be borne by Seller pursuant to this Article VIII over (ii) the total
Taxes and Associated Expenses that would have been borne by Seller pursuant to
this Article VIII had the Closing Date been the Specified Date. Seller hereby
agrees to indemnify and hold harmless Buyer for the excess, if any, of (i) the
total Taxes and Associated Expenses that would have been borne by Seller
pursuant to this Article VIII had the Closing Date been the Specified Date over
(ii) the total Taxes and Associated Expenses to be borne by Seller pursuant to
this Article VIII. "Associated Expenses" means actual out-of-pocket costs
reasonably incurred by Seller, including reasonable fees for the time of the
Special Deputy Rehabilitator or his staff, attorneys and other outside
consultants, for contesting or reviewing the computation of any such Taxes. In
connection with its requests for reimbursement of Associated Expenses, Seller
shall provide Buyer with such supporting documentation as Buyer may reasonably
request, and any charges for the time of the Special Deputy Rehabilitator or his
staff shall be computed using a cost accounting methodology comparable to that
used in allocating costs pursuant to the Central Services Agreement dated as of
January 1, 1999, as referenced in the Administrative Services Agreement dated as
of November 1, 1999. Amounts of Taxes and Associated Expenses borne by Seller
shall be calculated for purposes of the preceding sentences (i) by taking into
account the time value of any benefit or detriment attributable to the
acceleration or deferral, on account of the deferral of the Closing Date
pursuant to this Amendment Agreement (including any acceleration or deferral of
the payment of Taxes attributable to gain or loss on the sale of the Shares at
the Closing), of any payment of Taxes or Associated Expenses using a discount
factor of 6% compounded daily on the basis of a 360-day year and (ii) by
determining such amounts by applying this Article VIII without this Section
8.1(g). Notwithstanding the foregoing sentence, the time value of any benefit to
Seller attributable to the deferral of the Closing Date shall not be taken into
account to the extent that it would result in a net positive payment from Seller
to Buyer under this Section 8.1(g)."
5. A new Section 9.2(f) is hereby added to the Stock Purchase
Agreement to read in its entirety as follows:
"(f) Buyer shall have authorized the release of $1,500,000 to the
Rehabilitator from the Account Fund pursuant to Section 11.5.1 of the
Reorganization Plan."
6. Any term or provision of this Amendment Agreement which is invalid
or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Amendment Agreement or affecting the validity or enforceability of any of the
terms or provisions of this Amendment Agreement in any other jurisdiction. If
any provision of this Amendment Agreement is so broad as to be unenforceable,
that provision shall be interpreted to be only so broad as is enforceable.
3
<PAGE> 4
This Amendment Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which taken together shall
constitute one and the same agreement, it being understood that all of the
parties need not sign the same counterpart. THIS AMENDMENT AGREEMENT, THE LEGAL
RELATIONS BETWEEN THE PARTIES AND THE ADJUDICATION AND THE ENFORCEMENT THEREOF
SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE
SUBSTANTIVE LAWS OF THE STATE OF MISSOURI.
Except as provided herein, the Stock Purchase Agreement shall remain
unamended and in full force and effect.
4
<PAGE> 5
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be executed as of the date first set forth above.
GENERAL AMERICAN MUTUAL
HOLDING COMPANY
By: /s/ Albert A. Riederer
-------------------------------------
Name: Albert A. Riederer
Title: Special Deputy Rehabilitator
METROPOLITAN LIFE INSURANCE
COMPANY
By: /s/ Thomas G. Hogan
-------------------------------------
Name: Thomas G. Hogan
Title: Vice President
5
<PAGE> 1
EXHIBIT 5
COMMERCIAL PAPER DEALER AGREEMENT ("Agreement"), dated as of November 24,
1999, between METLIFE FUNDING, INC. ("Issuer"), a Delaware corporation, and
DEUTSCHE BANK SECURITIES INC. ("Dealer"), a Delaware corporation.
Issuer intends to issue short-term notes pursuant to Section 3(a)(3) of the
Securities Act of 1933, as amended, and to enter into this Agreement with Dealer
in order to provide for the offer and sale of such notes in the manner described
below. Dealer wishes to sell such notes on behalf of Issuer.
The parties hereto, in consideration of the premises and the mutual
covenants herein contained, agree as follows:
1. Definitions.
"Business Day" shall mean any day other than a Saturday or Sunday or a day
when banks are authorized or required by law to close in New York City.
"Dealer Information" shall mean all information as to Dealer included by
Dealer in the Offering Memorandum, as confirmed by Dealer to Issuer in
writing.
"DTC" shall mean The Depository Trust Company.
"Issuing and Paying Agent" shall mean The Chase Manhattan Bank (as
successor to Manufacturers Hanover Trust Company), the issuing and paying
agent pursuant to the Issuing and Paying Agency Agreement, or any successor
thereto.
"Issuing and Paying Agency Agreement" shall mean the issuing and paying
agency agreement, dated December 11, 1984, as amended by a letter, dated
October 26, 1990, between Issuer and the Issuing and Paying Agent, as the
same may from time to time be further amended.
"Metropolitan" shall mean Metropolitan Life Insurance Company, a life
insurance company organized and existing under the laws of the State of New
York, which is the indirect owner of all the issued and outstanding stock
of Issuer.
"1933 Act" shall mean the Securities Act of 1933, as amended.
"1934 Act" shall mean the Securities Exchange Act of 1934, as amended.
"Notes" shall mean short-term promissory notes of Issuer, substantially in
the form of Annex A to the Issuing and Paying Agency Agreement in the case
of certificated Notes, and represented by master notes, substantially in
the form of Annex B to the Issuing and Paying Agency Agreement in the case
of book-entry Notes, issued by Issuer from time to time pursuant to the
Issuing and Paying Agency Agreement.
<PAGE> 2
"Offering Materials" shall mean the Offering Memorandum, any company
information and any other offering materials concerning Issuer, its
affiliates or the Notes contemplated by Section 6, as such offering
materials may be amended or supplemented from time to time with the prior
written consent of Issuer.
"Offering Memorandum" shall mean the Offering Memorandum with respect to
the offer and sale of the Notes (including materials referred to therein or
incorporated by reference therein), prepared in accordance with Section 6
and provided to purchasers or prospective purchasers of the Notes, and
including all amendments and supplements thereto which may be prepared from
time to time in accordance with this Agreement.
"Person" shall mean an individual, a corporation, a partnership, a limited
liability company, a trust, an association or any other business entity.
"SEC" shall mean the United States Securities and Exchange Commission or
any successor thereto.
"Support Agreement" shall mean the Support Agreement, dated as of November
30, 1984, as amended and restated as of that date on July 2, 1985, between
Metropolitan and Issuer.
2. Issuance and Placement of Notes.
(a) Issuer hereby appoints Dealer to act as Issuer's dealer in
connection with the sale of the Notes in accordance with the terms hereof,
and Dealer hereby accepts such appointment. While (i) Issuer has and shall
have no obligation to permit Dealer to purchase any Notes for its own
account or to arrange for the sale of any Notes and (ii) Dealer has and
shall have no obligation to purchase any Notes for Dealer's own account or
to arrange for the sale of any Notes, the parties agree that, as to any and
all Notes which Dealer may purchase or the sale of which Dealer may
arrange, such Notes will be purchased or sold by Dealer in reliance on,
among other Things, the agreements, representations, warranties and
covenants of Issuer contained herein on the terms and conditions and in the
manner provided for herein.
(b) If Issuer and Dealer shall agree on the terms of the purchase of
any Note by Dealer or the sale of any Note arranged by Dealer (including,
but not limited to, agreement with respect to the date of issue, purchase
price, principal amount, maturity and interest rate (in the case of
interest-bearing Notes) or discount rate thereof (in the case of Notes
issued on a discount basis), and appropriate compensation for Dealer's
services hereunder) pursuant to this Agreement, Dealer shall confirm the
terms of each such agreement promptly to Issuer pursuant to Dealer's
written confirmation statement, Issuer shall cause such Note to be issued
and delivered in accordance with the terms of the Issuing and Paying Agency
Agreement, and payment for such Note shall be made in accordance with such
Agreement. The authentication and delivery of such Note by the Issuing and
Paying Agent shall constitute the issuance of such Note by Issuer. Issuer
shall
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<PAGE> 3
deliver Notes signed by Issuer to the Issuing and Paying Agent, and
instructions shall be delivered to the Issuing and Paying Agent to
complete, authenticate and deliver such Notes in the manner prescribed in
the Issuing and Paying Agency Agreement. Dealer shall be entitled to
compensation at such rates and paid in such manner as shall be indicated in
Dealer's written confirmation statement or as Issuer and Dealer shall
otherwise agree from time to time in connection with the transactions
contemplated hereby.
(c) The Notes may be issued either in physical bearer form or in
book entry form. Notes in book-entry form shall be represented by master
notes registered in the name of a nominee of DTC and recorded in the
book-entry system maintained by DTC. References to "Notes" in this
Agreement shall refer to both physical and book-enty Notes unless the
context otherwise requires. The Notes may be issued either at a discount or
as interest-bearing obligations with interest payable at maturity in a
stated amount.
(d) Each Note purchased by, or the sale of which is arranged
through. Dealer hereunder shall (i) have a face amount of $100,000, or an
integral multiple of $1,000 in excess thereof, (ii) have a maturity which
is a Business Day not later than the 270th day next succeeding such Note's
date of issuance, and (iii) not contain any provision for extension,
renewal or automatic "rollover".
3. Representations and Warranties of the Issuer.
(a) Issuer represents and warrants as follows:
(i) Issuer is a duly organized and validly existing corporation in
good standing under the laws of the state of its incorporation and has the
corporate power and authority to own its property, to carry on its business
as presently being conducted, to execute and deliver this Agreement, the
Issuing and Paying Agency Agreement, and the Notes, and to perform and
observe the conditions hereof and thereof.
(ii) Each of this Agreement and the Issuing and Paying Agency
Agreement has been duly and validly authorized, executed and delivered by
Issuer and constitutes the legal, valid and binding agreement of Issuer.
The issuance and sale of Notes by Issuer hereunder have been duly and
validly authorized by Issuer and, when delivered by the Issuing and Paying
Agent as provided in the Issuing and Paying Agreement, each Note will be
the legal, valid and binding obligation of Issuer.
(iii) The Notes are exempt from the registration requirements of the
1933 Act by reason of Section 3(a)(3) thereof. Accordingly, registration of
the Notes under the 1933 Act will not be required. Qualification of an
indenture with respect to the Notes under the Trust Indenture Act of 1939,
as amended, will not be required in connection with the offer, issuance,
sale or delivery of the Notes.
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<PAGE> 4
(iv) Issuer is neither an "investment company" nor a "company
controlled by an investment company" within the meaning of the Investment
Company Act of 1940, as amended.
(v) No consent or action of, or filing or registration with, any
governmental or public regulatory body or authority is required to
authorize, or is otherwise required in connection with, the execution,
delivery or performance of this Agreement, the Issuing and Paying Agency
Agreement or the Notes.
(vi) Neither the execution and delivery by Issuer of any of this
Agreement, the Issuing and Paying Agency Agreement and the Notes, nor the
fulfillment of or compliance with the terms and provisions hereof or
thereof by Issuer, will (x) result in the creation or imposition of any
mortgage, lien, charge or encumbrance of any nature whatsoever upon any of
the properties or assets of Issuer or (y) violate any of the terms of
Issuer's Certificate of Incorporation or By-Laws, any contract or
instrument to which Issuer is a party or by which it or its property is
bound, or any law or regulation, or any order, writ, injunction or decree
or any court of governmental instrumentality, to which Issuer is subject or
by which it or its property is bound.
(vii) There are no actions, suits, proceedings, claims or
governmental investigations pending or threatened against Issuer or any of
its officers or directors or any persons who control Issuer (within the
meaning of Regulation S-X, 17 C.F.R. Part 210) or to which any property of
Issuer is subject, which would be reasonably likely to result in a material
and adverse change in the condition (financial or otherwise) of Issuer, or
materially prevent or interfere with, or materially and adversely affect
Issuer's execution, delivery or performance of this Agreement, the Issuing
and Paying Agency Agreement or the Notes.
(viii) The Support Agreement remains in full force and effect, has
not been amended since July 2, 1985, and is the legal, valid and binding
obligation of Metropolitan.
(ix) The initial Offering Materials do not, and any amendments or
supplements thereto and any subsequent Offering Materials and any
amendments or supplements thereto will not, contain any untrue statement of
a material fact or omit to state a material fact necessary in order to make
the statements made therein, in light of the circumstances under which they
are made, not misleading.
(b) Each issuance of Notes by Issuer shall be deemed a
representation and warranty by Issuer to Dealer, as of the date thereof,
that, both before and after giving effect to such issuance, (i) the
representations and warranties of Issuer set forth in Section 3(a) remain
true and correct on and as of such date as if made on and as of such date
(except to the extent such representations and warranties expressly relate
solely to an earlier date); (ii) the corporate resolutions and certificate
of incumbency referred to in Section 5 remain accurate and in full force
and effect; (iii) since the date of the most
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<PAGE> 5
recent Offering Materials, there has been no material adverse change in the
financial condition or operations of Issuer or of Metropolitan which has
not been disclosed to Dealer in writing; and (iv) Issuer is not in default
of any of its obligations hereunder, under the Issuing and Paying Agency
Agreement or under any Note.
4. Covenants and Agreements of Issuer.
(a) Issuer will give to Dealer, at least 30 days prior to the
proposed effective date thereof, notice of any proposed amendment,
supplement, waiver or consent under the Issuing and Paying Agency
Agreement or the Support Agreement Issuer shall provide to Dealer, promptly
after the same is executed, a copy of any amendment, supplement or written
waiver or consent covered by the notice requirements of this Section 4(a).
Issuer shall furnish prior written notice to Dealer, as soon as possible
and in any event at least 30 days prior to the effective date thereof of
any proposed resignation, termination or replacement of the Issuing and
Paying Agent.
(b) Issuer will, whenever there shall occur any change in Issuer's or
Metropolitan's financial condition or any development or occurrence in
relation to Issuer or Metropolitan that would, in either case, be material
to the holders of Notes or potential holders of Notes, promptly, and in any
event prior to any subsequent issuance of Notes, notify Dealer (by
telephone, confirmed in writing) of such change, development or occurrence.
(c) Issuer will promptly furnish to Dealer a copy of any notice,
report or other information, relating to the Notes delivered to or from
rating agencies then rating the Notes.
(d) Issuer will use the proceeds from the sale of Notes for "current
transactions" within the meaning of Section 3(a)(3) of the 1933 Act.
(e) Issuer will promptly, from time to time, take such action as
Dealer may reasonably request to qualify the Notes for offering and sale
under the securities laws of such jurisdictions as Dealer may request and
Issuer may agree, and will comply with such laws so as to permit the
continuance of sales and resales therein for as long as may be necessary to
complete the transactions contemplated hereby, provided that in connection
therewith Issuer shall not be required to qualify as a foreign corporation
or to file a general consent to service of process in any jurisdiction,
other than consent to service of process under such jurisdictions'
securities laws. Issuer will reimburse Dealer for any reasonable fees or
costs incurred in so qualifying the Notes.
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5. Conditions Precedent.
At or promptly after the execution of this Agreement, and as
conditions precedent to any obligations of Dealer hereunder, Issuer shall
furnish to Dealer, in form and substance reasonably satisfactory to Dealer:
(a) an original or photocopy of the executed Issuing and Paying
Agency Agreement,
(b) a certified copy of resolutions duly adopted by the Board of
Directors of Issuer authorizing and approving the transactions contemplated
hereby,
(c) a certificate of incumbency showing the officers of Issuer
authorized to execute Notes and to give instructions concerning the
issuance of Notes,
(d) an opinion of counsel to Issuer addressed to Dealer as to the
matters set forth in Sections 3(a) (i)-(viii) and as to such other matters
as Dealer shall reasonably request,
(e) true and correct copies of the letters or other public documents
assigning ratings and of all other correspondence to Issuer from the rating
agencies that have assigned a rating to the Notes,
(f) a copy of the Offering Materials, including the Offering
Memorandum, approved in writing by Issuer,
(g) in connection with issuance of Notes in book-entry form, a copy
of the master note(s) evidencing such Notes,
(h) a true and correct photocopy of the Support Agreement,
(i) an original executed letter ("Metropolitan Letter") from
Metropolitan and addressed to Dealer, substantially in the form attached as
Exhibit A, and
(j) an opinion of counsel to Metropolitan, addressed to Dealer, as to
the Metropolitan Letter.
6. Disclosure.
(a) in connection with the offer and sale of the Notes, Dealer will
prepare, from time to time, and submit to Issuer for its written approval,
an Offering Memorandum relating to the Notes, Issuer, Metropolitan and the
Support Agreement. From time to time, Issuer may submit additional
information to Dealer additional information (including, without limitation
the information described in the penultimate
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<PAGE> 7
sentence of this Section 6(a)) approved by Issuer for dissemination to
purchasers or potential purchasers of the Notes. Such information as
submitted shall become part of the Offering Materials. Dealer may
distribute the Offering Materials to Dealer's sales personnel and to
purchasers and prospective purchasers of the Notes. Issuer shall furnish to
Dealer, as they become available, (i) Metropolitan's Annual Statement filed
with state insurance departments, (ii) Metropolitan's most recent report on
Form 10-K filed with the SEC and each report on Form 10-Q or Form 8-K filed
by Metropolitan with the SEC since the most recent Form 10-K (such
requirement to become applicable when and if such filings are required of
Metropolitan), (iii) Issuer's and Metropolitan's most recent annual audited
financial statements and each interim financial statement or report (if
any) prepared subsequent thereto, if not included in Section 6(a) (i) or
(ii), (iv) Issuer's and Metropolitan's other publicly available filings or
reports provided to their respective shareholders or any national
securities exchange and any information generally supplied in writing to
securities analysts, and (v) any other information or document prepared or
approved by Issuer for dissemination to purchasers or potential purchasers
of the Notes. In addition, Issuer shall provide Dealer with such other
information as Dealer may reasonably request for the purpose of its ongoing
credit review of Issuer and Metropolitan.
(b) Issuer recognizes that the accuracy and completeness of the
Offering Materials are dependent upon the accuracy and completeness of the
information obtained by Dealer and, subject to Sections 6(c) and 7, Dealer
shall not be responsible for any inaccuracy in any Offering Materials.
(c) Prior to the distribution of any Offering Materials, Dealer will
provide Issuer with a copy thereof for Issuer's approval. Issuer shall
promptly notify Dealer in writing of Issuer's approval or disapproval of
any Offering Materials submitted to Issuer for review. If Issuer has not
indicated its written approval, and has not indicated in writing the
reasons why such approval cannot be given, by the 14th calendar day after
the Offering Materials are delivered to Issuer, the Offering Materials
shall be deemed approved by Issuer on such 14th day. Any such approval by
Issuer shall be deemed to be a representation by Issuer that the Offering
Materials (other than the Dealer Information) so approved do not contain an
untrue statement of a material fact and do not omit to state a material
fact necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading.
(d) Issuer represents and warrants to Dealer that the financial
statements of Issuer and Metropolitan to be delivered to Dealer in
accordance with this Section 6 are or will be in accordance with generally
accepted accounting principles and practices in effect in the United States
on the date such statements were or will be prepared and fairly do or will
present the financial condition and operations of Issuer at the respective
dates of such financial statements and the results of Issuer's or
Metropolitan's (as the case may be) operations for the related periods then
ended.
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<PAGE> 8
(e) Issuer shall notify Dealer promptly after Issuer has knowledge of
(i) any event that would render any material fact contained in Issuer's or
Metropolitan's most recent financial statements, as submitted to Dealer,
untrue or misleading in any material respect, or (ii) any event relating to
or affecting Issuer or Metropolitan that would cause the Offering Materials
then in use to include an untrue statement of a material fact or to omit to
state a material fact necessary in order to make the statements contained
therein, in light of the circumstances under which they were made, not
misleading. In such event, Issuer shall supply Dealer promptly with such
information as will correct such untrue or misleading statement or
omission.
7. Indemnification.
(a) Issuer shall indemnify Dealer and its affiliates, their
respective directors, officers, employees, and agents, and each person who
controls Dealer or its affiliates (as defined in Regulation S-X, 17 C.F.R.
Part 210) and any successor thereto (Dealer and each such person being and
"Indemnified Person") from and against any and all losses, claims, damages
and liabilities, joint or several, to which such Indemnified Person may
become subject under any applicable federal or state law, or otherwise,
related to or arising out of (i) any untrue statement or alleged untrue
statement of a material fact contained in the Offering Materials, as
approved by Issuer and the Metropolitan, or in any information (whether
oral or written) or documents furnished or made available by Issuer to
offerees of the Notes or any of their representatives or the omission or
the alleged omission to state therein a material fact necessary to make the
statements therein not misleading in light of the circumstances under which
they were made, or (ii) the breach by Issuer of any agreement or
representation made in or pursuant to this Agreement. Issuer shall promptly
reimburse any Indemnified Person for all expenses (including, but not
limited to, fees, and disbursements external counsel), as they are
incurred, in connection with the investigation of, preparation for or
defense of any pending or threatened claim or any action or proceeding
arising therefrom, whether or not such Indemnified Person is a party,
provided that in no event shall Issuer or Metropolitan be liable pursuant
to this Section 7 to any Indemnified Person with respect to an untrue
statement or alleged untrue statement or omission or alleged omission made
in any Offering Materials if (i) Issuer or Metropolitan has, prior to a
sale of Notes as to which a claim for indemnification hereunder arises,
given Dealer in writing notice of and corrected information with respect to
such untrue statement or omission pursuant to Section 6(e), (ii) the person
asserting the loss, claim, damage or liability that gave rise to the claim
for indemnification hereunder (A) purchased Notes through Dealer, (B) was
sent or given by Dealer the uncorrected Offering Materials in question, and
(C) was not sent or given a copy of the Offering Materials as amended or
supplemented to reflect or include such corrected information prior to or
in connection with the confirmation of such person's purchase of the Notes
in question, and (iii) such loss, claim, damage or liability arose out of
or was related to such untrue statement or omission in the Offering
Materials that was corrected in the Offering Materials as so amended or
supplemented to reflect or include such corrected information.
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(b) Promptly after receipt by an Indemnified Person pursuant to this
Section 7 of notice of any claim or the commencement of any action, the
Indemnified Person shall, if a claim in respect thereof is to be made against
Issuer pursuant to this Section 7, notify Issuer in writing of the claim or the
commencement of that action, provided that (i) the failure to notify Issuer
shall not relieve it from any liability that Issuer may have under this
Section 7 except up to the extent of any actual prejudice suffered by Issuer as
a result of such failure, and (ii) in no event shall the failure to notify
Issuer relieve it from any liability that Issuer may have to an Indemnified
Person otherwise than pursuant to this Section 7. If any such claim or action
shall be brought against an Indemnified Person, and it notifies Issuer thereof,
Issuer shall be entitled to participate therein and, to the extent that Issuer
wishes, to assume the defense thereof with counsel reasonably satisfactory to
the Indemnified Person. However, if the defendants as to any such claim include
both an Indemnified Person and Issuer, and an Indemnified Person notifies
Issuer in writing that the Indemnified Person has concluded that there may be
legal defenses available to such Indemnified Person that are not available to
Issuer. Issuer shall not have the right to direct the defense of such claim on
behalf of such Indemnified Person, and such Indemnified Person shall have the
right to select separate counsel to assert such legal defenses on behalf of
such Indemnified Person. After notice from Issuer to the Indemnified Person of
Issuer's election to assume the defense of such claim or action, Issuer shall
not be liable to the Indemnified Person pursuant to this Section 7 for any
legal or other expenses subsequently incurred by the Indemnified Person in
connection with the defense thereof, other than reasonable costs of
investigation, unless (i) the Indemnified Person shall have employed separate
counsel in connection with the assertion of legal defenses in accordance with
the next preceding sentence (it being understood that Issuer shall not be
liable for the expenses of more than one separate counsel as to such defenses
(in addition to any local counsel in the jurisdiction in which such claim is
brought), (ii) Issuer shall not have employed counsel reasonably satisfactory
to the Indemnified Person to represent the Indemnified Person within a
reasonable time after notice of the existence of the claim in question, or
(iii) Issuer has authorized in writing the employment of counsel for the
Indemnified Person. Issuer shall not be liable for any settlement of any such
action effected without Issuer's written consent (which consent shall not be
unreasonably withheld) but, if settled with Issuer's written consent or if
there is a final judgment for the plaintiff in any such action, Issuer shall
indemnify and hold harmless any Indemnified Person from and against any loss or
liability by reason of such settlement or judgment. Without Dealer's prior
written consent, Issuer will not settle, compromise or consent to the entry of
any judgment as to any claim subject to this Section 7 (whether or not any
Indemnified Person is an actual or potential party to such claim), unless (i)
such settlement, compromise or consent includes an unconditional release of
such Indemnified Person from all liability arising out of such claim, or (ii)
Issuer agrees with such Indemnified Person in writing that Issuer will pay all
losses, claims, damages, or liabilities arising out of such claim as so
settled, compromised or consented to and applicable to such Indemnified Person,
whether resolved pursuant to such settlement or arising out of claims not
resolved pursuant to such settlement.
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(c) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section 7 is for
any reason unavailable or insufficient to hold harmless an Indemnified Person,
except as otherwise provided in Sections 7(a) and (b), Issuer and Dealer shall
contribute to the aggregate costs of satisfying such liability (i) in such
proportion as is appropriate to reflect the relative benefits received by
Issuer, on the one hand, and Dealer, on the other hand, or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of Issuer on the one
hand and Dealer on the other with respect the statements or omissions which
resulted in such loss, claim, damage or liability or action in respect thereof,
as well as any other equitable considerations. In no event shall Issuer be
required to contribute to any cost (including, but not limited to, any related
counsel fees, disbursements or other expenses) of satisfying any liability in
any way for statements or omissions included or not included in the Offering
Materials if Issuer would not have been liable therefor pursuant to the provisio
of the last sentence of Section 7(a), if the indemnification provided for in
Section 7(a) was both available and sufficient to hold harmless the Indemnified
Person in question, except as otherwise provided in Sections 7(a) and (b). The
relative benefits received by Issuer on the one hand and Dealer on the other
with respect to such offering shall be deemed to be in the same proportion as
the aggregate proceeds to Issuer of the Notes sold pursuant hereto (before
deducting expenses) bear to the aggregate commissions and fees earned by Dealer
hereunder. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by Issuer on the one hand or Dealer on the other, the intent of the
parties, and their relative knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. Issuer and Dealer agree
that it would not be just and equitable if contributions pursuant to this
Section 7 were to be determined by pro rata allocation or by any other method of
allocation that does not take into account the equitable considerations referred
to herein.
(d) The amount paid or payable by an Indemnified Person as a result of the
loss, claim, damage or liability, or action in respect thereof, referred to in
this Section 7 shall include, but shall not be limited to, any fees and
disbursements of external counsel reasonably incurred by an Indemnified Person
in connection with investigating or defending any such action or claim.
(e) The obligations of Issuer in this Section 7 are in addition to any
other liability that Issuer may otherwise have.
(f) The provisions of this Section 7 shall survive the termination of this
Agreement.
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8. Choice of Forum.
Any suit, action or proceeding brought by Issuer against Dealer in
connection with or arising out of this Agreement, any agreement, instrument
or document entered into in connection with this Agreement, or the offer
and sale of the Notes shall be brought solely in the Federal courts
located in the Borough of Manhattan or the courts of the State of New York
located in the Borough of Manhattan.
9. Notices.
All notices required under the terms and provisions hereof shall be in
writing, delivered by hand, by mail (postage prepaid), or by telecopier or
telegram, and any such notice shall be effective when received at the
address specified below.
If to Issuer, to: If to Dealer, to:
MetLife Funding, Inc. DEUTSCHE BANK SECURITIES INC.
One Madison Avenue 31 West 52nd Street
New York, New York 10010-3690 New York, New York 10019
Attention: Treasurer Attention: Pamela Kendall
Fax No.:(212)578-0266 Fax No.: (212)469-8173
or, if to any of the foregoing parties or their successors, at such other
address as such party or successor may designate from time to time by
notice duly given in accordance with the terms of this Section 9 to the
other party hereto.
10. Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICT OF LAWS
PROVISIONS.
11. Entire Agreement.
This agreement constitutes the entire agreement between the parties
hereto with respect to the matters covered hereby and supersedes all prior
agreements and understandings between the parties.
12. Amendment, Termination, Successors, Counterparts.
(a) The terms of this Agreement shall not be waived, altered,
modified, amended or supplemented in any manner whatsoever except by
written instrument signed by both parties hereto. Issuer or Dealer may
terminate this Agreement upon at least 60 days' written notice to the
other, provided that such termination shall not affect the obligations
of the parties hereunder with respect to Notes unpaid at the time of
such termination or with respect to actions or events occurring prior
to such termination.
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(b) This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, provided that
neither of the parties to this Agreement may assign, either in whole or in
part, any of its rights or obligations under this Agreement without the prior
written consent of the other, and any such assignment without such consent
shall be null and void.
(c) This Agreement may be executed in several counterparts, each of which
shall be deemed an original hereof.
13. Captions.
The captions in this Agreement are for convenience of reference only, and
shall not define or limit any of the terms or provisions hereof.
14. Severability of Provisions.
Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity of such provisions in any other
jurisdiction.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written,
METLIFE FUNDING, INC.
By /s/ WILLIAM H. NUGENT
---------------------
Name: William H. Nugent
Title: Vice-President
DEUTSCHE BANK SECURITIES INC.
By /s/ JOHN R. BULGER
------------------
Name: John R. Bulger
Title: Director
DEUTSCHE BANK SECURITIES INC.
By /s/ DANIEL C. MOYERS
--------------------
Name: Daniel C. Moyers
Title: Vice President
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EXHIBIT 6
COMMERCIAL PAPER DEALER AGREEMENT, dated as of September 24, 1999, between
METLIFE FUNDING, INC., a Delaware corporation (the "Issuer"), and CHASE
SECURITIES INC., a Delaware corporation ("CSI").
The Issuer intends to issue short-term notes pursuant to Section 3(a)(3)
of the Securities Act of 1933, as amended (the "1933 Act").
The Issuer desires to enter into this Agreement with CSI in order to
provide for the offer and sale of such notes in the manner described here.
The parties hereto, in consideration of the premises and mutual covenants
herein contained, agree as follows:
1. Definitions.
"Business Day" shall mean any day other than a Saturday or Sunday or a day
when banks are authorized or required by law to close in New York City.
"DTC" shall mean the Depository Trust Company.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
"Issuing and Paying Agent" shall mean The Chase Manhattan Bank (as
successor to Manufacturers Hanover Trust Company), the issuing and paying agent
under the Issuing and Paying Agency Agreement, or any successor thereto.
"Issuing and Paying Agency Agreement" shall mean the issuing and paying
agency agreement, dated as of December 11, 1984, as amended by a letter dated
October 26, 1990, between the Issuer and the Issuing and Paying Agent, as the
same may from time to time be further amended.
"Metropolitan" shall mean Metropolitan Life Insurance Company, the
indirect owner of all the issued and outstanding stock of the Issuer.
"Notes" shall mean short-term promissory notes of the Issuer,
substantially in the form of Annex A to the Issuing and Paying Agency Agreement
in the case of certificated Notes, and represented by master notes
substantially in the form of Annex B to the Issuing and Paying Agency Agreement
in the case of book-entry Notes, issued by the Issuer from time to time
pursuant to the Issuing and Paying Agency Agreement.
"Offering Materials" shall mean the Offering Memorandum (defined below),
any company information and any other offering materials concerning the Issuer,
its affiliates or the Notes contemplated by Section 6 hereof, as such offering
materials may be amended or supplemented from time to time with the prior
written consent of the Issuer.
<PAGE> 2
"Offering Memorandum" shall mean the offering memorandum with respect to
the offer and sale of the Notes (including materials referred to therein or
incorporated by reference therein), prepared in accordance with Section 6
hereof and provided to purchasers or prospective purchasers of the Notes, and
including all amendments and supplements thereto which may be prepared from
time to time in accordance with this Agreement.
"Person" shall mean an individual, a corporation, a partnership, a trust,
an association or any other entity.
"SEC" shall mean the U.S. Securities and Exchange Commission, or any
successor thereto.
"Support Agreement" shall mean the Support Agreement, dated as of November
30, 1984, as amended and restated as of that date on July 2, 1985, between
Metropolitan and the Issuer.
2. Issuance and Placement of Notes.
(a) The Issuer hereby appoints CSI to act as the Issuer's dealer in
connection with the sale of the Notes in accordance with the terms hereof, and
CSI hereby accepts such appointment. While (i) the Issuer has and shall have no
obligation to permit CSI to purchase any Notes for its own account or to
arrange for the sale of any Notes and (ii) CSI has and shall have no obligation
to purchase any Notes for CSI's own account or to arrange for the sale of any
Notes, the parties agree that, as to any and all Notes which CSI may purchase
or the sale of which CSI may arrange, such Notes will be purchased or sold by
CSI in reliance on, among other things, the agreements, representations,
warranties and covenants of the Issuer contained herein on the terms and
conditions and in the manner provided for herein.
(b) If the Issuer and CSI shall agree on the terms of the purchase of any
Note by CSI or the sale of any Note arranged by CSI (including, but not limited
to, agreement with respect to the date of issue, purchase price, principal
amount, maturity and interest rate (in the case of interest-bearing Notes) or
discount rate thereof (in the case of Notes issued on a discount basis), and
appropriate compensation for CSI's services hereunder) pursuant to this
Agreement, CSI shall confirm the terms of each such agreement promptly to the
Issuer pursuant to CSI's written confirmation statement, the Issuer shall cause
such Note to be issued and delivered in accordance with the terms of the
Issuing and Paying Agency Agreement, and payment for such Note shall be made in
accordance with such Agreement. The authentication and delivery of such Note by
the Issuing and Paying Agent shall constitute the issuance of such Note by the
Issuer. The Issuer shall deliver Notes signed by the Issuer to the Issuing and
Paying Agent, and instructions shall be delivered to the Issuing and Paying
Agent to complete, authenticate and deliver such Notes in the manner prescribed
in the Issuing and Paying Agency Agreement. CSI shall be entitled to
compensation at such rates and paid in such manner as shall be indicated in
CSI's written
2
<PAGE> 3
confirmation statement or as the Issuer and CSI shall otherwise agree from time
to time in connection with the transactions contemplated hereby.
(c) The Notes may be issued either in physical bearer form or in
book-entry form. Notes in book-entry form shall be represented by master notes
registered in the name of a nominee of DTC and recorded in the book-entry
system maintained by DTC. References to "Notes" in this Agreement shall refer
to both physical and book-entry Notes unless the context otherwise requires.
The Notes may be issued either at a discount or as interest-bearing obligations
with interest payable at maturity in a stated amount.
(d) Each Note purchased by, or the sale of which is arranged through, CSI
hereunder shall (i) have a face amount of $100,000, or an integral multiple of
$1,000 in excess thereof, (ii) have a maturity which is a Business Day not
later than the 270th day next succeeding such Note's date of issuance and (iii)
not contain any provision for extension, renewal or automatic "rollover".
3. Representations and Warranties of the Issuer.
---------------------------------------------
(a) The Issuer represents and warrants as follows:
(i) The Issuer is a duly organized and validly existing corporation in
good standing under the laws of the state of its incorporation and has the
corporate power and authority to own its property, to carry on its business as
presently being conducted, to execute and deliver this Agreement, the Issuing
and Paying Agency Agreement, and the Notes, and to perform and observe the
conditions hereof and thereof.
(ii) Each of this Agreement and the Issuing and Paying Agency Agreement
has been duly and validly authorized, executed and delivered by the Issuer and
constitutes the legal, valid and binding agreement of the Issuer. The issuance
and sale of Notes by the Issuer hereunder have been duly and validly authorized
by the Issuer and, when delivered by the Issuing and Paying Agent as provided
in the Issuing and Paying Agreement, each Note will be the legal, valid and
binding obligation of the Issuer.
(iii) The Notes are exempt from the registration requirements of the 1933
Act by reason of Section 3(a)(3) thereof, and, accordingly, registration of the
Notes under the 1933 Act will not be required. Qualification of an indenture
with respect to the Notes under the Trust Indenture Act of 1939, as amended,
will not be required in connection with the offer, issuance, sale or delivery
of the Notes.
(iv) The Issuer is neither an "investment company" nor a "company
controlled by an investment company" within the meaning of the Investment
Company Act of 1940, as amended.
(v) No consent or action of, or filing or registration with, any
governmental or public regulatory body or authority is required to authorize,
or is otherwise required in connection with,
3
<PAGE> 4
the execution, delivery or performance of this Agreement, the Issuing and
Paying Agency Agreement or the Notes.
(vi) Neither the execution and delivery by the Issuer of any of this
Agreement, the Issuing and Paying Agency Agreement and the Notes, nor the
fulfillment of or compliance with the terms and provisions hereof or thereof by
the Issuer, will (x) result in the creation or imposition of any mortgage,
lien, charge or encumbrance of any nature whatsoever upon any of the properties
or assets of the Issuer or (y) violate any of the terms of the Issuer's charter
documents or by-laws, any contract or instrument to which the Issuer is a party
or by which it or its property is bound, or any law or regulation, or any
order, writ, injunction or decree of any court of governmental instrumentality,
to which the Issuer is subject or by which it or its property is bound.
(vii) There are no actions, suits, proceedings, claims or governmental
investigations pending or threatened against the Issuer or any of its officers
or directors or any persons who control the Issuer (within the meaning of
Section 15 of the 1933 Act or Section 20 of the Exchange Act) or to which any
property of the Issuer is subject, which would be reasonably likely to result
in a material and adverse change in the condition (financial or otherwise) of
the Issuer, or materially prevent or interfere with, or materially and
adversely affect the Issuer's execution, delivery or performance of, any of
this Agreement, the Issuing and Paying Agency Agreement and the Notes.
(viii) The Support Agreement remains in full force and effect and has not
been amended in any respect since July 2, 1985, and is the legal, valid, and
binding obligation of Metropolitan.
(ix) The initial Offering Materials do not, and any amendments or
supplements thereto and any subsequent Offering Materials and any amendments or
supplements thereto will not, contain any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements made
therein, in light of the circumstances under which they are made, not
misleading.
(b) Each issuance of Notes by the Issuer shall be deemed a representation
and warranty by the Issuer to CSI, as of the date thereof, that, both before
and after giving effect to such issuance, (i) the representations and
warranties of the Issuer set forth in Section 3(a) hereof remain true and
correct on and as of such date as if made on and as of such date (except to the
extent such representations and warranties expressly relate solely to an
earlier date); (ii) the corporate resolutions and certificate of incumbency
referred to in Section 5 hereof remain accurate and in full force and effect;
(iii) since the date of the most recent Offering Materials, there has been no
material adverse change in the financial condition or operations of the Issuer
or of Metropolitan which has not been disclosed to CSI in writing; and (iv) the
Issuer is not in default of any of its obligations hereunder, under the Issuing
and Paying Agency Agreement or under any Note.
4
<PAGE> 5
4. Convenants and Agreements of the Issuer.
(a) The Issuer shall give to CSI, at least 30 days prior to the
proposed effective date thereof, notice of any proposed amendment, supplement,
waiver or consent under the Issuing and Paying Agency Agreement or the Support
Agreement. The Issuer shall provide to CSI, promptly after the same is executed,
a copy of any amendment, supplement or written waiver or consent covered by the
notice requirements of this Section 4(a). The Issuer shall furnish prior written
notice to CSI, as soon as possible and in any event at least 30 days prior to
the effective date thereof, of any proposed resignation, termination or
replacement of the Issuing and Paying Agent.
(b) The Issuer shall, whenever there shall occur any change in the
Issuer's or Metropolitan's financial condition or any development or occurrence
in relation to the Issuer or Metropolitan that would, in either case, be
material to the holders of Notes or potential holders of Notes, promptly, and in
any event prior to any subsequent issuance of Notes, notify CSI (by telephone,
confirmed in writing) of such change, development or occurrence.
(c) The Issuer covenants and agrees with CSI that the Issuer will
promptly furnish to CSI a copy of any notice, report or other information,
relating to the Notes delivered to or from rating agencies then rating the
Notes.
(d) The proceeds from the sale of Notes will be used by the Issuer
for "current transactions" within the meaning of Section 3(a)(3) of the 1933
Act.
(e) The Issuer agrees promptly from time to time to take such action
as CSI may reasonably request to qualify the Notes for offering and sale under
the securities laws of such jurisdictions as CSI may request and the Issuer may
agree, and to comply with such laws so as to permit the continuance of sales and
resales therein for as long as may be necessary to complete the transactions
contemplated hereby, provided that in connection therewith the Issuer shall not
be required to qualify as a foreign corporation or to file a general consent to
service of process in any jurisdiction other than consent to service of process
under such state securities laws. The Issuer also agrees to reimburse CSI for
any reasonable fees or costs incurred in so qualifying the Notes.
5. Conditions Precedent.
At or promptly after the execution of this Agreement, and as conditions
precedent to any obligations of CSI hereunder, there shall have been furnished
to CSI, in form and substance satisfactory to CSI:
(i) an original or photocopy of the executed Issuing and Paying Agency
Agreement;
(ii) a certified copy of resolutions duly adopted by the Board of
5
<PAGE> 6
Directors of the Issuer authorizing and approving the transactions
contemplated hereby;
(iii) a certificate of incumbency showing the officers and other
representatives of the Issuer authorized to execute Notes and to
give instructions concerning the issuance of Notes;
(iv) an opinion of counsel to the Issuer addressed to CSI as to the
matters set forth in subsections (i)-(viii) of Section 3(a) above
and as to such other matters as CSI shall reasonably request;
(v) true and correct copies of the letters or other public documents
assigning ratings and of all other correspondence to the Issuer
from the rating agencies that have assigned a rating to the Notes;
(vi) a copy of the Offering Materials, including the Offering
Memorandum, approved in writing by the Issuer;
(vii) in connection with issuance of Notes in book-entry form, a copy of
the master note(s) evidencing such Notes;
(viii) a true and correct photocopy of the Support Agreement;
(ix) an original executed letter ftom Metropolitan, addressed to CSI,
substantially in the form attached as Exhibit A (the "Metropolitan
Letter"); and
(x) an opinion of counsel to Metropolitan, addressed to CSI, as to the
matters set forth in the Metropolitan Letter.
6. Disclosure.
(a) The Issuer understands that, in connection with the offer and sale of
the Notes, from time to time Offering Materials, including an Offering
Memorandum and any other information approved by the Issuer for dissemination to
purchasers or potential purchasers of the Notes, will be prepared by the Issuer,
relating to the Notes, the Issuer, Metropolitan and the Support Agreement, which
Offering Materials may be distributed to CSI's sales personnel and to purchasers
and prospective purchasers of the Notes. To provide a basis for the preparation
of such Offering Materials and to assist in CSI's ongoing credit review
procedures and sale of the Notes, the Issuer shall furnish to CSI, as these
items become available, (i) Metropolitan's Annual Statement filed with state
insurance departments, (ii) Metropolitan's most recent report on Form 10-K filed
with the SEC and each report on Form l0-Q or 8-K filed by Metropolitan with the
SEC since the most recent Form 10-K (such requirement to become applicable when
and if such filings are required of Metropolitan), (iii) the Issuer's and
Metropolitan's most
6
<PAGE> 7
recent annual audited financial statements and each interim financial statement
or report (if any) prepared subsequent thereto, if not included in item (i) or
item (ii) above, (iv) the Issuer's and Metropolitan's other publicly available
recent reports, including, but not limited to, any publicly available filings or
reports provided to their respective shareholders or any national securities
exchange and any information generally supplied in writing to securities
analysts, and (v) any other information or document prepared or approved by the
Issuer for dissemination to purchasers or potential purchasers of the Notes. In
addition, the Issuer shall provide CSI with such other information as CSI may
reasonably request for the purpose of its ongoing credit review of the Issuer
and Metropolitan.
(b) The Issuer recognizes that the accuracy and completeness of the
Offering Materials are dependent upon the accuracy and completeness of the
information obtained by CSI and; subject to Section 6(c) and Section 7 hereof,
CSI shall not be responsible for any inaccuracy in any Offering Materials.
(c) Prior to the distribution of any Offering Materials, CSI will provide
the Issuer with a copy thereof for the Issuer's approval. The Issuer shall
promptly notify CSI in writing of the Issuer's approval or disapproval of any
Offering Materials submitted to the Issuer for review. If the Issuer has not
indicated its written approval, and has not indicated in writing the reasons why
such approval cannot be given, by the 14th calendar day after the Offering
Materials are delivered to the Issuer, the Offering Materials shall be deemed
approved by the Issuer on such 14th day. Any such approval by the Issuer shall
be deemed to be a representation by the Issuer that the Offering Materials
(excluding any information furnished by CSI expressly for inclusion therein, as
set forth in the sections thereof entitled "Chase Securities Inc. and its
Affiliates" and "Additional Information") so approved do not contain an untrue
statement of a material fact nor omit to state a material fact necessary in
order to make the statements therein, in light of the circumstances under which
they are made, not misleading.
(d) The Issuer represents and warrants to CSI that the financial
statements of the Issuer and Metropolitan to be delivered to CSI in accordance
with this Section 6 are or will be in accordance with generally accepted
accounting principles and practices in effect in the United States on the date
such statements were or will be prepared and fairly do or will present the
financial condition and operations of the Issuer at such date and the results of
the Issuer's or Metropolitan's (as the case may be) operations for the period
then ended.
(e) The Issuer shall notify CSI promptly after the Issuer has knowledge
of(i) any event that would render any fact contained in the Issuer's or
Metropolitan's most recent financial reports, as submitted to CSI, untrue or
misleading, or (ii) any event relating to or affecting the Issuer or
Metropolitan that would cause the Offering Materials then in use to include an
untrue statement of a material fact or to omit to state a material fact
necessary in order to make the statements contained therein, in light of the
circumstances under which they were made, not misleading. In such event, the
Issuer shall supply CSI promptly with such information as will correct such
untrue or misleading statement or omission.
7
<PAGE> 8
7. Indemnification.
(a) The Issuer shall indemnify CSI and its affiliates, their respective
directors, officers, employees, and agents, and each person who controls CSI or
its affiliates (as defined in Regulation S-X, 17 C.F.R. Part 210) and any
successor thereto (CSI and each such person being and "Indemnified Person") from
and against any and all losses, claims, damages and liabilities, joint or
several, to which such Indemnified Person may become subject under any
applicable federal or state law, or otherwise, related to or arising out of any
untrue statement or alleged untrue statement of a material fact contained in the
Offering Materials, as approved by the Issuer and the Guarantor, or in any
information (whether oral or written) or documents furnished or made available
by the Issuer to offerees of the Notes or any of their representatives or the
omission or the alleged omission to state therein a material fact necessary to
make the statements therein not misleading in light of the circumstances under
which they were made, and shall promptly reimburse any Indemnified Person for
all expenses (including, but not limited to, fees and disbursements external
counsel), as they are incurred, in connection with the investigation of,
preparation for or defense of any pending or threatened claim or any action or
proceeding arising therefrom, whether or not such Indemnified Person is a party.
(b) Promptly after receipt by an Indemnified Person under this Section 7
of notice of any claim or the commencement of any action, the Indemnified Person
shall, if a claim in respect thereof is to be made against the Issuer under this
Section 7, notify the Issuer in writing of the claim or the commencement of that
action; provided, however, that the failure to notify the Issuer shall not
relieve it from any liability that the Issuer may have under this Section 7
except up to the extent of any actual prejudice suffered by the Issuer as a
result of such failure; and, provided, further, that in no event shall the
failure to notify the Issuer relieve it from any liability that the Issuer may
have to an Indemnified Person otherwise than under this Section 7. If any such
claim or action shall be brought against an Indemnified Person, and it notifies
the Issuer thereof, the Issuer shall be entitled to participate therein and, to
the extent that the Issuer wishes, to assume the defense thereof with counsel
reasonably satisfactory to the Indemnified Person. After notice from the Issuer
to the Indemnified Person of the Issuer's election to assume the defense of such
claim or action, the Issuer shall not be liable to the Indemnified Person under
this Section 7 for any legal or other expenses subsequently incurred by the
Indemnified Person in connection with the defense thereof other than reasonable
costs of investigation. The Issuer shall not be liable for any settlement of any
such action effected without the Issuer's written consent (which consent shall
not be unreasonably withheld) but, if settled with the Issuer's written consent
or if there is a final judgment for the plaintiff in any such action, the Issuer
shall indemnify and hold harmless any Indemnified Person from and against any
loss or liability by reason of such settlement or judgment.
(c) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section 7 is for
any reason unavailable or insufficient to hold harmless an Indemnified Person,
other than as expressly provided above, the Issuer and CSI shall contribute to
the aggregate costs of satisfying such liability (i) in such proportion as is
appropriate to reflect the relative benefits received by the Issuer, on the one
hand, and CSI, on the other hand, or (ii) if the allocation provided by clause
(i) above is not permitted by applicable
8
<PAGE> 9
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the
Issuer on the one hand and CSI on the other with respect the statements or
omissions which resulted in such loss, claim, damage or liability or action in
respect thereof, as well as any other equitable considerations. The relative
benefits received by the Issuer on the one hand and CSI on the other with
respect to such offering shall be deemed to be in the same proportion as the
aggregate proceeds to the Issuer of the Notes sold pursuant hereto (before
deducting expenses) bear to the aggregate commissions and fees earned by CSI
hereunder. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Issuer on the one hand or CSI on the other, the intent of the
parties, and their relative knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. The Issuer and CSI agree
that it would not be just and equitable if contributions pursuant to this
Section 7 were to be determined by pro rata allocation or by any other method of
allocation that does not take into account the equitable considerations referred
to herein. The amount paid or payable by an Indemnified Person as a result of
the loss, claim, damage or liability, or action in respect thereof, referred to
above in this Section 7 shall be deemed to include, for purposes of this Section
7, but not be limited to, any fees and disbursements of external counsel
reasonably incurred by an Indemnified Person in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this
Section 7, the aggregate of all amounts paid by CSI pursuant to the foregoing
shall not exceed the aggregate of the commissions and fees earned by CSI
hereunder.
(d) The obligations of the Issuer in this Section 7 are in addition to any
other liability that the Issuer may otherwise have.
(e) The provisions of this Section 7 shall survive the termination of this
Agreement.
8. Choice of Forum.
Any suit, action or proceeding brought by the Issuer against CSI in
connection with or arising out of this Agreement, any agreement, instrument or
document entered into in connection with this Agreement, or the offer and sale
of the Notes shall be brought solely in the Federal courts located in the
Borough or Manhattan of the courts of the State of New York located in the
Borough of Manhattan.
9. Notices.
All notices required under the terms and provisions hereof shall be in
writing, delivered by hand, by mail (postage prepaid), or by telecopier or
telegram, and any such notice shall be effective when received at the address
specified below.
9
<PAGE> 10
<TABLE>
<CAPTION>
If to the Issuer: If to CSI:
<S> <C>
MetLife Funding, Inc. Chase Securities Inc.
One Madison Avenue 270 Park Avenue, 9th Floor
New York NY 10010-3690 New York, New York 10017
Attention: Treasurer Attention: Money Market Division
Fax No.: 212-578-0266 Fax No.: 212-834-6560
</TABLE>
or, if to any of the foregoing parties or their successors, at such other
address as such party or successor may designate from time to time by notice
duly given in accordance with the terms of this Section 9 to the other party
hereto.
10. Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS.
11. Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto
with respect to the matters covered hereby and supersedes all prior agreements
and understandings between the parties.
12. Amendment and Termination; Successors; Counterparts.
(a) The terms of this Agreement shall not be waived, altered, modified,
amended or supplemented in any manner whatsoever except by written instrument
signed by both parties hereto. The Issuer or CSI may terminate this Agreement
upon at least 60 days' written notice to the other, provided that such
termination shall not affect the obligations of the parties hereunder with
respect to Notes unpaid at the time of such termination or with respect to
actions or events occurring prior to such termination.
(b) This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns; provided, however,
that neither of the parties to this Agreement may assign, either in whole or in
part, any of its rights or obligations under this Agreement without the prior
written consent of the other, and any such assignment without such consent shall
be null and void. The foregoing notwithstanding, however, CSI may assign or
transfer, either in whole or in part, any of its rights or obligations under
this Agreement to any affiliate of CSI, upon at least 30 days' prior written
notice to the Issuer.
10
<PAGE> 11
(c) This Agreement may be executed in several counterparts, each of which
shall be deemed an original hereof.
13. Captions.
The Captions in this Agreement are for convenience of reference only and
shall not define or limit any of the terms or provisions hereof.
14. Severability of Provisions.
Any provisions of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity of such provisions in any other
jurisdiction.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
METLIFE FUNDING, INC.
By: /s/ WILLIAM H. NUGENT
---------------------------
Name: William H. Nugent
Title: Vice President
CHASE SECURITIES INC.
By: /s/ EUGENE PICKENS
---------------------------
Name: Eugene Pickens
Title: Vice President
11
<PAGE> 1
EXHIBIT 7
5/13/96
3(a)(3) COMMERCIAL PAPER AGREEMENT
This will confirm our arrangement whereby CS First Boston Corporation ("CS
First Boston") will act as dealer in sales of commercial paper of MetLife
Funding, Inc., a Delaware corporation (the "Company"). In that connection, CS
First Boston may purchase such commercial paper from the Company as principal.
It is understood that the commercial paper will have a maturity at the time
of issuance not to exceed nine months (exclusive of days of grace) and be
denominated in notes (either in separate physical form or in global form
("book-entry notes") held through the facilities of The Depository Trust Company
("DTC")) not less than $100,000 each. Book-entry Notes will be represented by
master notes registered in the name of a nominee of DTC and recorded in the
book-entry system maintained by DTC. CS First Boston understands that, in
connection with any issuance and sale of commercial paper by the Company, the
Company has obtained the prior advice of its counsel that all action required by
any regulatory body or bodies has been duly taken.
The Company has authorized the use of a Commercial Paper Memorandum
("Memorandum") prepared by CS First Boston on the basis of information furnished
by the Company. Such Memorandum may be used in connection with the sale of the
Company's commercial paper until the Company advises CS First Boston that an
updated or revised Memorandum in a form approved by the Company should be
substituted. The Company will promptly advise CS First Boston of any change in
its ratings, its financial condition or the results of its operations which may
make such updating or revision advisable, in which case the Company will
cooperate in preparing such updated or revised Memorandum. CS First Boston is
not authorized to and will not provide or distribute any other information
concerning the Company without the Company's approval.
Each acceptance by the Company of an offer to purchase commercial paper
notes pursuant to this Letter Agreement shall be deemed to constitute a
representation and warranty to CS First Boston that (a) such notes, when issued,
will constitute valid and legally binding obligations of the Company,
enforceable in accordance with their terms, and (b) the Notes will be exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "Act"), by reason of Section 3(a)(3) thereof. The representations,
warranties and understandings set forth in this paragraph and in the second
paragraph of this Agreement shall survive any termination of this Agreement.
The Company has received an opinion of Debevoise & Plimpton to the effect
that the commercial paper will be exempt from the registration requirements of
the Act by reason of Section 3(a)(3) thereunder.
The Company agrees to furnish promptly to CS First Boston (mailed directly
to the attention of Robert Ker), copies of all publicly distributed documents
that CS First Boston may reasonably request.
The information described above shall be in addition to information
provided to other individuals at CS First Boston or its affiliates. The Company
also agrees to provide such other information as CS First Boston's Short-Term
Finance Department may reasonably request.
The Company will notify CS First Boston promptly, to the attention of its
Short-Term Finance Department, of any change in any of its debt ratings, any
change in the aggregate size of its commercial paper program and any other
development in its affairs or in the industry or industries in
<PAGE> 2
which it is engaged which has or may be expected to have a material impact on
the results of its operations, its financial condition or the marketability of
its commercial paper.
This Agreement shall be governed by and construed in accordance with the
law of the State of New York.
All communications and notices pursuant to this Agreement shall be in
writing or confirmed in writing and shall be addressed (i) if to the Company, to
MetLife Funding, Inc., One Madison Avenue New York, New York 10010, Attention:
Treasurer, or at such other address as may from time to time be designated by
notice by the Company in writing; and (ii) if to CS First Boston, to CS First
Boston at Park Avenue Plaza, New York, New York 10055, Attention: Short-Term
Finance Department, or at such other address as many from time to time be
designated by notice by CS First Boston in writing.
This Agreement may be terminated by the Company or by CS First Boston upon
one business day's written notice to the other party hereto; provided, however,
that any such termination shall not affect any provisions that this Agreement
provides shall survive any termination and such provisions shall continue in
effect following any such termination.
METLIFE FUNDING, INC.
By /s/ Illegible
--------------------------------
Title Treasurer
-----------------------------
Date 5/16/96
------------------------------
CS FIRST BOSTON CORPORATION
By /s/ Illegible
--------------------------------
Title Director
-----------------------------
Date May 13,1996
------------------------------
<PAGE> 1
Exhibit 8
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1) of Regulation 13D-G of the Securities
Exchange Act of 1934, the persons or entities below agree to the joint filing on
behalf of each of them of the Statement on Schedule 13D (including any and all
amendments thereto) with respect to the Common Stock of Reinsurance Group of
America, Incorporated, and agree that such statement is, and any amendments
thereto filed by any of them will be, filed on behalf of each of them, and
further agree that this Joint Filing Agreement be included as an Exhibit to such
joint filings.
In evidence thereof the undersigned hereby execute this Agreement this 14th day
of January, 2000.
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Dorothy L. Murray
--------------------------------------------
Name: Dorothy L. Murray
Title: Asst. VP
GENAMERICA CORPORATION
By: /s/ Robert J. Banstetter
--------------------------------------------
Name: Robert J. Banstetter
Title: Vice President, General Counsel
and Secretary
GENERAL AMERICAN LIFE INSURANCE COMPANY
By: /s/ Robert J. Banstetter
--------------------------------------------
Name: Robert J. Banstetter
Title: Vice President, General Counsel
and Secretary
EQUITY INTERMEDIARY COMPANY
By: /s/ Matthew P. McCauley
--------------------------------------------
Name: Matthew P. McCauley
Title: Director, Vice President, General
Counsel and Secretary
