<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1999
REGISTRATION NOS. 333-80547/811-4001
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. 1 [ ]
[ ]
POST-EFFECTIVE AMENDMENT NO.
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
[X]
AMENDMENT NO. 26
------------------------
METROPOLITAN LIFE SEPARATE ACCOUNT E
(EXACT NAME OF REGISTRANT)
METROPOLITAN LIFE INSURANCE COMPANY
(EXACT NAME OF DEPOSITOR)
1 MADISON AVENUE, NEW YORK, NEW YORK 10010
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(212) 578-5364
(DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE)
------------------------
GARY A. BELLER, ESQ.
SENIOR EXECUTIVE VICE-PRESIDENT AND GENERAL COUNSEL
METROPOLITAN LIFE INSURANCE COMPANY
1 MADISON AVENUE
NEW YORK, NEW YORK 10010
(NAME AND ADDRESS OF AGENT FOR SERVICE)
------------------------
Copies to:
JOHN A. DUDLEY, ESQ.
SULLIVAN & WORCESTER LLP
1025 CONNECTICUT AVENUE, N.W.
WASHINGTON, D.C. 20036
------------------------
PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT COMPANY ACT OF 1940, THE
REGISTRANT HAS REGISTERED AN INDEFINITE AMOUNT OF SECURITIES. REGISTRANT'S RULE
24f-2 NOTICE FOR THE YEAR ENDED DECEMBER 31, 1998 WAS FILED WITH THE COMMISSION
ON MARCH 31,1999.
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
the effective date of the Registration Statement. The Registrant hereby amends
this Registration Statement on such date or dates as may be necessary to delay
its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until
the Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
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<PAGE>
METROPOLITAN LIFE SEPARATE ACCOUNT E
FORM N-4
UNDER
THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940
CROSS REFERENCE SHEET
(PURSUANT TO RULE 481(A))
<TABLE>
<CAPTION>
FORM N-4
ITEM NO. PROSPECTUS HEADING
- -------- ------------------------------
<S> <C> <C>
1. Cover Page............................. Cover Page
2. Definitions............................ Important Terms You Should
Know
3. Synopsis............................... Table of Expenses
4. Condensed Financial Information........ General Information--Advertising
Performance; General
Information--Financial
Statements
5. General Description of Registrant,
Depositor, and Portfolio Companies... MetLife; Metropolitan Life
Separate Account E; Investment
Choices; General
Information--Voting Rights
6. Deductions and Expenses................ Table of Expenses; Contract
Fee; Assignment Fee; Premium
Taxes; Charges; General
Information--Who Sells the
Income Annuity; Appendix;
Premium Tax Table
7. General Description of Variable
Annuity.............................. The Income Annuity--Purchasing
an Income Annuity; Income
Annuity--Allocation; General
Information--Administration/
Changes to the Income
Annuity
8. Annuity Period......................... Important Terms You Should
Know; Income Annuity--Income
Payment Types/The Value of
Your Income Payments
9. Death Benefit.......................... Not Applicable
10. Purchases Values....................... MetLife; Metropolitan Life
Separate Account E; Income
Annuity/Allocation of
Purchase Payment/The Value
of Your Income Payments;
General Information--
Administration
11. Redemptions............................ General Information
12. Taxes.................................. Federal Tax Treatment
13. Legal Proceedings...................... Not Applicable
14. Table of Contents of the Statement of
Additional Information............... Table of Contents of the
Statement of Additional
Information
15. Cover Page............................. Cover Page
16. Table of Contents...................... Table of Contents
17. General Information and History........ Not Applicable
18. Services............................... Independent Auditors;
Services; Year 2000;
Distribution of Certificates
and Interests in the Income
Annuity
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FORM N-4
ITEM NO. PROSPECTUS HEADING
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<S> <C> <C>
19. Purchase of Securities Being Offered... Not Applicable
20. Underwriters........................... Distribution of Certificates
and Interests in the Income
Annuity
21. Calculation of Performance Data........ Performance Data
22. Annuity Payments....................... Variable Income Payments
23. Financial Statements................... Financial Statements of the
Separate Account; Financial
Statements of MetLife
</TABLE>
<PAGE>
[ ], 1999
MetLife Settlement Plus, A Variable Income Annuity
Issued by Metropolitan Life Insurance Company
This Prospectus describes an income annuity contract (the "Income Annuity")
which may be used to fund the financial obligations for periodic payments under
a structured settlement.
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Money is allocated among the Income Annuity's available investment choices. The
choices may include the Fixed Income Option (not described in this Prospectus)
and investment divisions available through Metropolitan Life Separate Account E
which divisions, in turn, invest in the following corresponding portfolios of
the Metropolitan Series Fund, Inc. ("Metropolitan Fund"):
MetLife Stock Index
State Street Research Growth
State Street Reseach Diversified
Harris Oakmark Large Cap Value
Lehman Brothers Aggregate Bond Index
T. Rowe Price Large Cap Growth
How to learn more:
Before agreeing to a structured settlement pursuant to which settlement money
may be invested in an Income Annuity, read the information in this Prospectus
about the Income Annuity and Metropolitan Life Separate Account E. Keep this
Prospectus for future reference. For more information, request a copy of the
Statement of Additional Information ("SAI"), dated [ ], 1999. The SAI is
considered part of this Prospectus as though it were included in the Prospectus.
The Table of Contents of the SAI appears on page [ ] of this Prospectus. To
request a free copy of the SAI or to ask questions, write or call:
Metropolitan Life Insurance Company
Structured Settlement Group
200 Park Avenue
New York, NY 10166-0188 Area 5P
Attention: MetLife Settlement Plus
Phone: (800) 638-2704 ext. 0606
The Securities and Exchange Commission has a website (http://www.sec.gov) which
you may visit to view this Prospectus, SAI and other information. The Securities
and Exchange Commission has not approved or disapproved these securities or
determined if this Prospectus is truthful or complete. Any representation
otherwise is a criminal offense.
The current Metropolitan Fund Prospectus is attached to the back of this
Prospectus. You should also read the Metropolitan Fund Prospectus carefully
before agreeing to a structured settlement pursuant to which an Income Annuity
may be purchased. This Prospectus is not valid unless attached to a Metropolitan
Fund Prospectus.
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Income Annuity
This Income Annuity provides a stream of payments. Your income payments will
vary to reflect the performance of the portfolios underlying the selected
investment divisions. In addition, the amount of your income payment is also
based on the amount of the purchase payment, the income payment type and
personal factors such as your age.
A word about investment risk:
An investment in any variable annuity involves investment risk. As a result, the
value of your income payments will fluctuate and may decrease. Money invested is
NOT:
o a bank deposit or obligation;
o federally insured or guaranteed; or
o endorsed by any bank or other financial institution.
<PAGE>
TABLE OF CONTENTS
Important Terms You Should Know ........................................... 4
Table of Expenses ......................................................... 6
MetLife ................................................................... 7
Metropolitan Life Separate Account E ...................................... 7
Settling Your Claim ....................................................... 8
The Income Annuity ........................................................ 9
Investment Choices ................................................... 9
Income Payment Types ................................................. 10
Allocation of Purchase Payment ....................................... 11
The Value of Your Income Payments .................................... 11
Annuity Units ...................................................... 11
AIR ................................................................ 12
Valuation .......................................................... 13
Contract Fee ......................................................... 13
Assignment Fee ....................................................... 13
Premium Taxes ........................................................ 14
Charges .............................................................. 14
Separate Account Charge ............................................ 14
Investment-Related Charge .......................................... 14
General Information ....................................................... 15
Administration ....................................................... 15
Purchase Payments .................................................. 15
Receiving Income and Information ................................... 15
Advertising Performance .............................................. 16
Changes to the Income Annuity ........................................ 16
Voting Rights ........................................................ 17
Who Sells the Income Annuity ......................................... 18
Purchases in New York or North Carolina .............................. 18
Financial Statements ................................................. 18
2
<PAGE>
Federal Tax Treatment ..................................................... 19
Tax Treatment of Income Payments Received in Settlement
of Personal Physical Injury Claims ................................ 19
A Defendant May Assign Its Obligation to Make Income
Payments to You ................................................... 19
Using the Income Annuity to Fund Qualified Assignments ............... 20
Owners Other than MIAC ............................................... 21
Table of Contents of the Statement of Additional Information ......... 22
Appendix for Premium Tax Table ............................................ 23
MetLife does not intend to offer the Income Annuity anywhere it may not lawfully
be offered and sold. MetLife has not authorized any information or
representations about the Income Annuity other than the information in this
Prospectus, the attached prospectus, supplements to the prospectuses or any
supplemental sales material we authorize.
3
<PAGE>
Important Terms You Should Know
Annuity Units
An annuity unit is the unit of measurement used to determine the amount of each
variable income payment. The initial variable income payment is converted into
annuity units established for a specific investment division by dividing the
initial variable income payment by the annuity unit value for that investment
division at the commencement of the contract. The resulting number of annuity
units under the Income Annuity remains constant for the life of the contract.
Annuity Unit Value
We determine the value of annuity units for each investment division each day
the New York Stock Exchange is open for regular trading. The values increase or
decrease based on the investment performance of the corresponding underlying
portfolios.
Assumed Investment Return (AIR)
Under the Income Annuity, the AIR is a hypothetical percentage rate of return
used to determine the amount of the initial variable income payment. The AIR is
also the benchmark that is used to measure the investment performance of a given
investment division to determine the amount of all subsequent income payments to
you.
Claim
A claim is your request to be compensated or provided with other relief for a
loss because of a personal physical injury or physical sickness. Your claim may
be resolved in a number of ways including, for example, voluntary agreement of
the parties, as in a pre-trial settlement, operation of law, a court ordered
judgment, or an administrative ruling. For convenience, we use this term
regardless of whether or not a legal proceeding has been instituted.
Contract
A contract is the legal agreement between the owner and MetLife. Although you
are not the owner of the contract, usually you will receive a copy of the
contract and the income payments under the contract. The contract contains the
relevant provisions of the Income Annuity. MetLife issues the contract for the
Income Annuity described in this Prospectus. In some cases, you may receive a
certificate rather than the contract which contains the relevant provisions of
the Income Annuity. Throughout this Propectus we refer to either a contract or a
certificate as a contract.
Defendant
The defendant is the person or entity you allege is responsible for your claim.
The defendant's liability insurance company may make payments to you and/or may
assume the responsibility to respond to your claim or may also be a party to
your claim. For convenience, when we refer to the defendant, we also mean the
defendant's liability insurance company. We use the term "defendant" even if no
lawsuit has begun.
4
<PAGE>
Investment Division
Investment divisions are subdivisions of the Separate Account. When money is
allocated to an investment division, the investment division purchases shares of
a portfolio (with the same name) within the Metropolitan Fund.
MetLife
Metropolitan Life Insurance Company is the company that issues the Income
Annuity. Throughout this Prospectus, MetLife is also referred to as "we," "us"
or "our."
MetLife Designated Office
The MetLife Designated Office will handle the processing of all requests
concerning the Income Annuity. MetLife will notify you and provide you with the
address of the MetLife Designated Office.
Metropolitan Insurance and Annuity Company (MIAC)
MIAC is a wholly-owned subsidiary of MetLife. Typically, the liability for
making the payments to an injured party under a settlement of your claim is
assigned by the defendant to MIAC under a qualified assignment. MIAC assumes the
obligation to make income payments to you and may purchase the Income Annuity to
fund its obligation. MIAC owns the Income Annuity. However, another subsidiary
of MetLife may act as the assignee. For convenience, we use MIAC throughout this
Prospectus when discussing assignments to MIAC or any other MetLife affiliate.
Owner
The owner of the Income Annuity is the entity which purchases the Income Annuity
to provide for payments due to you under a settlement of your claim. The owner
exercises all rights of ownership. You are not the owner.
Separate Account
A separate account is an investment account. All assets contributed to
investment divisions under the Income Annuity are pooled in the Separate Account
and maintained for the benefit of investors in the Income Annuity.
You (Your)
In this Prospectus, "you" means the injured party(ies) for whom the Income
Annuity is purchased to provide the payments due to you under a settlement of
your claim.
Variable Annuity
A variable annuity is an annuity in which income payments are based upon the
performance of investments such as stocks and bonds held by one or more
underlying portfolios. You assume the investment risk in a variable annuity.
Your income payment will fluctuate based on the performance of the investment
divisions listed in the contract.
5
<PAGE>
Table of Expenses--income annuity
The following table shows the Separate Account and Metropolitan Fund charges
and expenses applied to the Income Annuity. The numbers in the table for the
Separate Account are estimates for the current year and the numbers for the
Metropolitan Fund are based on past experience. The numbers in this table are
subject to change. It is not intended to show the actual expenses which may be
higher or lower. The table does not show premium taxes which may apply.
One Time Contractowner Transaction Expense
Contract Fee (1) ............................................. $350
Separate Account and Metropolitan Fund Annual Expenses
Separate Account Annual Expenses (estimated as a percentage
of average account value for the fiscal year ending
December 31, 1999) (2)........................................ 1.25%
Metropolitan Fund Annual Expenses (actual as a percentage of average net
assets for the fiscal year ending December 31, 1998)
<TABLE>
<CAPTION>
OTHER ESPENSES TOTAL EXPENSES OTHER EXPENSES TOTAL EXPENSES
MANAGEMENT WITHOUT WITHOUT AFTER EXPENSE AFTER EXPENSE
FEES REIMBURSEMENT REIMBURSEMENT REIMBURSEMENT REIMBURSEMENT
<S> <C> <C> <C> <C> <C>
MetLife Stock Index Portfolio (3)....................... .25 .05 .30 .05 .30
State Street Research Diversified Portfolio (3)(4)...... .43 .05 .48 .05 .48
State Street Research Growth Portfolio (3)(4)........... .48 .05 .53 .05 .53
Harris Oakmark Large Cap Value Portfolio (4)(5)......... .75 .80 1.55 .20 .95
T. Rowe Price Large Cap Growth Portfolio (4)(5)......... .70 1.18 1.88 .20 .90
Lehman Brothers Aggregate Bond Index Portfolio (5)...... .25 .32 .57 .23 .48
<CAPTION>
Following are the expenses on a $1,000 investment in each investment division listed below, assuming a 5%
annual return on assets:
1 3 5 10
Year Years Years Years
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<S> <C> <C> <C> <C>
MetLife Stock Index Portfolio........................... $ 16 $ 49 $ 85 $ 185
State Street Research Diversified Portfolio............. 18 55 95 206
State Street Research Growth Portfolio.................. 18 56 97 210
Harris Oakmark Large Cap Value Portfolio................ 23 70 119 256
T. Rowe Price Large Cap Growth Portfolio................ 22 68 117 250
Lehman Brothers Aggregate Bond Index Portfolio.......... 18 55 95 206
</TABLE>
1 In addition, a one time assignment fee of $750 is assessed when the
defendant assigns its liability to make payments to you under the
structured settlement to one of our affiliates, like MIAC.
2 Our total Separate Account Annual Expenses will not exceed 1.25% of the
average value of amounts in the investment divisions.
3 Prior to May 16, 1993, we paid all expenses of the Metropolitan Fund (other
than management fees, brokerage commissions, taxes, interest and
extraordinary or non-recurring expenses).
4 Each Portfolio's management fee decreases when its assets grow to certain
dollar amounts. The "break point" dollar amounts at which the management
fee declines are more fully explained in the prospectus for the
Metropolitan Fund.
5 These Portfolios began operations on November 9, 1998. We pay all expenses
(other than management fees, brokerage commissions, taxes, interest and
extraordinary or non-recurring expenses) in excess of .20% of the average
net assets for each of these Portfolios until the Portfolio's total assets
reach $100 million, or until November 8, 2000, whichever comes first. The
expense information in the Table has been restated to reflect current
expenses as if they had been in effect for the entire year.
6
<PAGE>
MetLife
Our main office is located at One Madison Avenue, New York, New York 10010.
MetLife was formed under the laws of New York State in 1868. Headquartered in
New York City, MetLife is one of the world's largest financial services
companies and a leader in life insurance sales in the United States. With
approximately $359 billion worth of assets under management as of December 31,
1998, MetLife provides individual insurance and investment products to
approximately 9 million households in the United States. MetLife also provides
group insurance and investment products to corporations and other institutions
employing over 33 million people.
We are a mutual life insurance company. In November 1998, MetLife announced its
intention to convert to a stock company from a mutual company. MetLife's board
of directors authorized the development of a plan to "demutualize." The plan
will be subject to approval by the board of directors, the State of New York
Insurance Department and policyholders. As of [ ], 1999, we do not know the
details of the plan or when or if it will take effect.
Metropolitan Life Separate Account E
We established Metropolitan Life Separate Account E on September 27, 1983. The
purpose of the Separate Account is to hold the variable assets that underlie
some of the variable annuity contracts we issue. We have registered the Separate
Account with the Securities and Exchange Commission as a unit investment trust
under the Investment Company Act of 1940.
The Separate Account's assets are solely for the benefit of those who invest in
the Separate Account and no one else, including our creditors. We are obligated
to pay all money we owe under the Income Annuity even if that amount exceeds the
assets in the Separate Account. The assets of the Separate Account are held in
our name on behalf of the Separate Account and legally belong to us. All the
income, gains, and losses (realized or unrealized) resulting from these assets
are credited to or charged against the contracts issued from this Separate
Account without regard to our other business.
7
<PAGE>
Settling Your Claim
If you have brought a claim for personal physical injury or physical sickness
(sometimes you are called the claimant or plaintiff), your claim may be resolved
to include a schedule of future payments to be made to you. Because the
frequency of the income payments, the period of time over which the payments are
made and the amount of each payment may be "structured" by you and the defendant
to meet your financial and medical needs, it is called a "Structured
Settlement."
This Structured Settlement is then generally reflected in a contract between you
and the defendant based on your mutual agreement (a settlement agreement) or in
an order issued by a court or administrative tribunal (judgment).
Customarily, as part of the Structured Settlement, the defendant will be
released from any further liability related to the claim provided that you
receive future income payments at the specified times. Often the defendant, with
your consent, will assign the liability to make your scheduled income payments
to another person or company (an assignee) through a "qualified assignment."
Under the qualified assignment, the assignee (also the purchaser) assumes the
obligation to pay you according to the schedule of payments contained in the
qualified assignment.
When the liability is assigned to another person or company, the assignee may
purchase the Income Annuity to use as the funding vehicle for making the income
payments to you. The Income Annuity provides a stream of periodic income
payments. MIAC (or other assignee) is the owner of the Income Annuity. As the
owner, MIAC has the right to designate the payee of each income payment we make
under the Income Annuity. Usually, you and/or your beneficiary are designated as
the payees to receive income payments.
You are the annuitant. An annuitant is the person whose life is the measure for
determining the timing and sometimes the dollar amount of payments under an
annuity. If the Income Annuity that is purchased so provides, upon your death,
your beneficiaries may receive continuing payments.
8
<PAGE>
The Income Annuity
An Income Annuity provides you with a stream of payments for either your
lifetime or over a specified period.
The variable annuity described in this Prospectus is an Income Annuity. The
annuity is "variable" because the value of your income payment varies based on
the investment performance of the investment divisions identified in the
Structured Settlement. In short, the value of your income payments under the
Income Annuity may go up or down. Since the investment performance is not
guaranteed, the money is at risk. The degree of risk will depend on the
investment divisions selected. The annuity unit value for each investment
division rises or falls relative to the AIR based on the investment performance
(or "experience") of the Portfolio with the same name.
The Income Annuity is purchased with one purchase payment. The amount of the
income payments you receive will depend on such things as personal factors such
as your age, the income payment type selected and the amount of the purchase
payment under the Structured Settlement intended to be allocated to the
investment divisions of the Income Annuity.
Certain versions of the Income Annuity have a fixed payment option called the
Fixed Income Option. Under the Fixed Income Option, we guarantee the amount of
your fixed income payments. The Fixed Income Option is not described in this
Prospectus although we occasionally refer to it.
Investment Choices
The Metropolitan Fund and each Portfolio are more fully described in the
Metropolitan Fund's prospectus and its SAI. The Metropolitan Fund's prospectus
is attached at the end of this Prospectus. You should read the Metropolitan Fund
prospectus carefully before agreeing to a Structured Settlement pursuant to
which it is contemplated that the Income Annuity will be purchased to fund the
obligation to make periodic payments to you. The SAI is available upon your
request.
The investment choices are:
Lehman Brothers Aggregate Bond Index Portfolio
State Street Research Diversified Portfolio
MetLife Stock Index Portfolio
Harris Oakmark Large Cap Value Portfolio
T. Rowe Price Large Cap Growth Portfolio
State Street Research Growth Portfolio
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The degree of investment risk assumed will depend on the investment divisions
chosen. We have listed the choices in order of risk from the most conservative
to the most aggressive.
The investment divisions generally offer the opportunity for greater returns
over the long term than the Fixed Income Option. This means the possibility for
increased or decreased income payments.
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9
<PAGE>
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While the investment divisions and their comparably named Portfolios may have
names, investment objectives and management which are identical or similar to
publicly available mutual funds, these are not those mutual funds. The
Metropolitan Fund portfolios most likely will not have the same performance
experience as any publicly available mutual fund.
Factors to consider when agreeing to the terms for your income payments in the
Structured Settlement are:
o The amount of income you need;
o The amount you expect to receive from other sources;
o The growth potential of other investments; and
o How long you would like your income to last.
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The investment divisions buy and sell shares of corresponding mutual fund
portfolios. These Portfolios, which are part of the Metropolitan Fund, invest in
stocks, bonds and other investments. All dividends declared by the Portfolios
are earned by the Separate Account and reinvested. Therefore, no dividends are
distributed under the Income Annuity. Dividends generally are reflected in an
increase in the annuity unit value. There are no transaction expenses (i.e.,
front-end sales load or back-end sales load charges) as a result of the Separate
Account's purchase or sale of these mutual fund shares. The Portfolios of the
Metropolitan Fund are available only by purchasing MetLife annuities and life
insurance policies and are never sold directly to the public.
The Metropolitan Fund is a "series" type fund registered with the Securities and
Exchange Commission as an "open-end management investment company" under the
Investment Company Act of 1940 (the "1940 Act"). A "series" fund means that each
Portfolio is one of several available through the Metropolitan Fund. Each
Portfolio is "diversified" under the 1940 Act.
The Portfolios of the Metropolitan Fund pay us a monthly fee for our services as
investment manager. These fees, as well as the operating expenses paid by each
Portfolio, are described in the Metropolitan Fund prospectus and SAI.
In addition, the Metropolitan Fund prospectus discusses other separate accounts
of MetLife and Metropolitan Tower Life Insurance Company that invest in the
Metropolitan Fund. The risks of these arrangements are also discussed.
Income Payment Types
Currently, we provide a wide variety of income payment types. Based on the terms
of the Structured Settlement, several of these options may be combined within
the provisions of the Income Annuity.
Your income payment amount will depend in large part on the type of income
payment type chosen. For example, if an "Income for Two Lives Annuity" is
selected, your income payments will typically be lower than if a "Your Lifetime
Annuity" is selected. For income payment types providing for a guaranteed
period, we may provide for payment of a commuted value upon your death if the
Structured Settlement so provides. The following income payment types are
available:
Your Lifetime Annuity: A variable income payable during your life. Upon your
death, payments stop.
Your Lifetime with a Guaranteed Period Annuity: A variable income payable during
your life with a guaranteed number of years. If, at your death, payments have
been made for less than the guaranteed period, payments are made to your
beneficiary for the rest of the guaranteed period.
10
<PAGE>
Your Lifetime With Non-Guaranteed Period Annuity: A variable income payable
during your life or a number of years. Payments stop at your death or at the end
of the time period, whichever happens first.
Income for Two Lives Annuity: A variable income payable while either you and
another person are alive. After one of you dies, payments continue if the other
person is alive. Payments stop once both of you are no longer alive. Payments
after one of you dies may be the same as those paid while both were alive or may
be a lower percentage that is selected when the annuity is purchased (e.g. 75%,
66 2/3% or 50%).
Income for Two Lives with a Guaranteed Period Annuity: This is the same as the
Income for Two Lives Annuity described above, but we guarantee to pay the full
amount (not a reduced percentage) for the guaranteed period even if one or both
of you die. If, upon the death of both of you, payments have been made for less
than the guaranteed period, payments are made to your beneficiary for the rest
of the guaranteed period.
Income for a Guaranteed Period Annuity: If we agree to the guaranteed period,
you may receive a variable income payable for a guaranteed period (1-40 years).
Payments cease at the end of the guaranteed period (which is often called a
"term certain" period) even if you are still alive. If you die before the end of
the guaranteed period, payments are made to your beneficiary for the rest of the
guaranteed period.
Allocation of Purchase Payment
Money is allocated among the Fixed Income Option and the investment divisions
according to the terms of the Structured Settlement and, where applicable, the
qualified assignment agreement. We may require that a certain percentage of the
purchase payment be allocated to the Fixed Income Option. Under certain versions
of the Income Annuity, certain investment divisions or the Fixed Income Option
may not be available.
The Value of Your Income Payments
Annuity Units
Annuity units are credited for that portion of the purchase payment allocated to
an investment division. Before we determine the number of annuity units credited
under the Income Annuity, we reduce the purchase payment by the contract fee and
premium taxes, if applicable. We then compute an initial variable income payment
amount using the Assumed Investment Return ("AIR"), the income payment type and
the age and sex of the annuitant which is the measuring life (or lives if income
payments are to be paid over the lives of more than one person). We then divide
that amount by the Annuity Unit Value on the date of the transaction. The result
is the number of annuity units credited for that investment division. The number
of annuity units remains the same for the life of the Income Annuity.
- --------------------------------------------------------------------------------
The initial variable income payment is a hypothetical payment which is
calculated based on the AIR. This initial variable income payment is used to
establish the number of annuity units. It is not the amount of your actual first
variable income payment unless your first income payment happens to be within 10
days after we issue the Income Annuity.
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11
<PAGE>
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The AIR is stated in the contract and may range from 1% to 6%.
- --------------------------------------------------------------------------------
AIR
Your income payment is determined by using the AIR to benchmark the investment
experience of the chosen investment divisions. The higher the AIR, the higher
your initial variable income payment will be. Your next payments will only
increase in proportion to the amount the actual investment experience of the
chosen investment divisions exceeds the AIR and Separate Account charges (the
net investment return). Likewise, your income payments will decrease to the
extent the actual investment experience of the chosen investment divisions is
less than the AIR and Separate Account charges. A lower AIR will result in a
lower initial variable income payment, but subsequent variable income payments
will increase more rapidly or decline more slowly than if you had a higher AIR
as changes occur in the actual investment experience of the investment
divisions.
The amount of each variable income payment is determined ten days prior to your
income payment date or the contract's issue date, if later than the income
payment date.
Examples of the Effect of Different AIRs on
Variable Income Payments
A. 5% AIR
Assume that the initial variable income payment for an investment division is
$1,000 and that at the time of your actual first income payment the investment
experience for the investment division (minus charges) is up 10% (exceeds the
AIR). Your variable income payment attributed to that investment division is
$1,047.62. The percentage change between the initial variable income payment and
your actual income payment is 4.7%.
However, assume instead that the investment experience (minus charges) is down
10% (does not exceed the AIR). Your variable income payment is $857.14. Note
that the percentage change between the initial variable income payment and your
actual income payment is -14.3%.
B. 3% AIR
Assume that the initial variable income payment for an investment division is
$800 and that at the time of your actual first income payment the investment
experience for the investment division (minus charges) is up 10% (exceeds the
AIR). Your variable income payment attributed to that investment division is
$854.37. The percentage change between the initial variable income payment and
your actual income payment is 6.8%.
However, assume instead that the investment experience (minus charges) is down
10% (does not exceed the AIR). Your variable income payment is $699.03. Note
that the percentage change between the initial variable income payment and your
actual income payment is -12.6%.
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Valuation
We separately determine the annuity unit value for each investment division once
each day when the New York Stock Exchange is open for trading. If permitted by
law, we may change the period between calculations, but we will give the owner
30 days' notice.
This is how we calculate the annuity unit value for each investment division:
o First, we determine the change in investment experience (including any
investment-related charge) for the underlying portfolio from the previous
trading day to the current trading day;
o Next, we subtract the daily equivalent of the Separate Account charge for
each day since the last day the annuity unit value was calculated. The
resulting number is the net investment return;
o Then, we multiply by a factor which is the daily equivalent of the AIR; and
o Finally, we multiply the previous annuity unit value by this result.
Example: Calculating the Annuity Unit Value
Assume the following: yesterday's annuity unit value was $10.20; the number
we calculate for today's change in investment experience (minus the
investment-related charge) is 1.02 (up 2%); the daily equivalent of the
Separate Account charge is .000034035 and the daily equivalent of the AIR
for a 5% AIR is .99986634. The new annuity unit value is:
(1.02 - .000034035) x .99986634 x $10.20 = $10.40
However, now assume that today's change in investment experience (minus the
investment-related charge) is .98 (down 2%) instead of 1.02. The new
annuity unit value is:
(.98 - .000034035) x .99986634 x $10.20 = $9.99
Contract Fee
A one time $350 contract fee is taken from the purchase payment when an Income
Annuity is purchased prior to allocating the remainder of the purchase payment
to the investment divisions. This charge covers our administrative costs
including preparation of the Income Annuity, review of applications and
recordkeeping.
Assignment Fee
If the Income Annuity is purchased by MIAC, there is a one time assignment fee
of $750. This charge covers MIAC's administrative and recordkeeping costs
associated with assuming the liability for making payments to you and for being
the owner of the Income Annuity.
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- --------------------------------------------------------------------------------
The charges paid will not reduce the number of annuity units credited under the
Income Annuity. Instead, we deduct the charges when calculating the annuity unit
value.
- --------------------------------------------------------------------------------
Premium Taxes
Some jurisdictions tax purchase payments for the Income Annuity. We deduct money
from the purchase payment to pay "premium" taxes (also known as "annuity"
taxes).
Premium taxes, if applicable, are generally just over 1%, depending on the state
or jurisdiction in which the owner resides or is domiciled. A chart in the
Appendix shows the jurisdictions where premium taxes are currently charged and
the percentage amount which must be added to the purchase payment to pay for the
premium taxes. If an assignment is made and MIAC is the owner, a premium tax is
not applicable.
Charges
There are two types of charges paid if any of the purchase payment is allocated
to the investment divisions:
o Separate Account charge; and
o Investment-related charge.
Separate Account Charge
There is a Separate Account charge. This charge is no more than 1.25% annually
of the average value of amounts in the Separate Account. This charge includes
insurance-related charges for the risk that you may live longer than we
estimated and the risk that our expenses in administering the Income Annuity
will be greater than we estimated. The Separate Account charge also pays us for
our miscellaneous administrative costs.
Investment-Related Charge
This charge pays us as the investment manager of the Metropolitan Fund for
managing money in the Portfolios and investment operating expenses. The
percentage paid depends on the selected investment divisions. The percentage
charge for each investment division is listed in the Table of Expenses.
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<PAGE>
General Information
Administration
All transactions will be processed in the manner described below. Generally,
administrative requests are effective the day we receive them at the MetLife
Designated Office.
Purchase Payments
The purchase payment is sent by check or wire made payable to "MetLife" to the
MetLife Designated Office. We will provide all necessary forms. We must have all
completed documents to credit the purchase payment.
Usually, the initial purchase payment is credited under the Income Annuity
within two days of receipt at the MetLife Designated Office. However, if the
forms are filled out incorrectly or incompletely or other documentation is not
completed properly, we have up to five business days to credit the payment. If
the problem cannot be resolved by the fifth business day, we will notify the
purchaser and give the reasons for the delay. At that time, the purchaser will
be asked whether to agree to let us keep the money until the problem is
resolved. If the purchaser does not agree or we cannot reach the purchaser by
the fifth business day, the money will be returned.
Purchase payments are effective and valued as of 4:00 p.m. Eastern time, on the
day we receive them in good order at the MetLife Designated Office, except when
they are received:
o On a day when the annuity unit value is not calculated, or
o After 4:00 p.m. Eastern time.
In those cases, the purchase payments will be effective the next day the annuity
unit value, as applicable, is calculated.
Receiving Income Payments and Information
Based on the provisions of the Structured Settlement, the Income Annuity may
provide you with income payments that begin immediately after the issue date of
the Income Annuity and/or income payments that begin at some future date (i.e.,
delayed income payments). Each income payment stream, whether immediate or
delayed, will be paid from each of the investment divisions and/or Fixed Income
Option based on the allocation for that income payment described in the
Structured Settlement. However, lump sum income payments which are delayed to
some future date will be paid only from the Fixed Income Option.
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<PAGE>
- --------------------------------------------------------------------------------
All performance numbers are based upon historical earnings. These numbers are
not intended to indicate future results.
- --------------------------------------------------------------------------------
You may elect to have your payments sent to your residence or have us deposit
payments directly into your bank account. If you elect to have your payment
direct deposited, you will receive in the mail a stub statement for the payment.
Your stub statement will indicate information, such as the amount of your
payment, the number of units for each investment division and the corresponding
annuity unit value. Periodically, you may receive information from us about the
Income Annuity.
Advertising Performance
We periodically advertise the performance of the investment divisions. You may
get performance information from a variety of sources including your statements,
the internet, annual reports and semiannual reports.
We may state performance in terms of "yield," "change in annuity unit value,"
"average annual total return," or some combination of these terms.
Yield is the net income generated by an investment in a particular investment
division for 30 days or a month. These figures are expressed as percentages.
This percentage yield is compounded semiannually.
Change in Annuity Unit Value is calculated by determining the percentage change
in the value of an annuity unit for a certain period. These numbers may also be
annualized. Change in annuity unit value may be used to demonstrate performance
for a hypothetical investment (such as $10,000) over a specified period. These
performance numbers reflect the deduction of the Separate Account charge.
Average annual total return calculations reflect the Separate Account charge.
These figures also assume a steady annual rate of return.
For purposes of presentation, we may assume that the Income Annuity was in
existence prior to its inception date. In these cases, we calculate performance
based on the historical performance of the underlying Metropolitan Fund
Portfolios. We use the actual annuity unit data after the inception date.
Changes to the Income Annuity
We have the right to make certain changes to the Income Annuity, but only as
permitted by law. We make changes when we think they would best serve the
interest of annuity owners or would be appropriate in carrying out the purposes
of the Income Annuity. If the law requires, we will also get the owner's
approval and the approval of any appropriate regulatory authorities. Examples of
the changes we may make include the right to:
o Operate the Separate Account in any form permitted by law.
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<PAGE>
o Take any action necessary to comply with or obtain and continue any
exemptions under the law.
o Transfer any assets in an investment division to another investment
division, or to one or more separate accounts, or to our general account,
or to add, combine or remove investment divisions in the Separate Account.
o Substitute for the Portfolio shares in any investment division, the shares
of another class of the Metropolitan Fund or the shares of another
investment company or any other investment permitted by law.
o Change the way we assess charges, but without increasing the aggregate
amount charged to the Separate Account and any currently available
portfolio in connection with the Income Annuity.
o Make any necessary technical changes in the Income Annuity in order to
conform with any of the above-described actions.
If any changes result in a material change in the underlying investments of an
investment division for which annuity units have been credited, we will notify
the owner of the change. The Structured Settlement may provide for an alternate
choice of investment division in which an equivalent number of annuity units
will be credited if an investment division to which money has been allocated
becomes no longer available or for which there is a change in the underlying
Portfolio. Otherwise, you will not have any right to choose an alternate
investment division. Where required by law, we will ask the owner's approval
before making any technical changes.
Voting Rights
Based on our current view of applicable law, the owner has voting interests
under the Income Annuity concerning Metropolitan Fund proposals that are subject
to a shareholder vote. Therefore, the owner is entitled to give us instructions
for the number of shares which are deemed attributable to the Income Annuity.
We will vote the shares of each of the underlying Portfolios held by the
Separate Account based on instructions we receive from those having a voting
interest in the corresponding investment divisions. However, if the law or the
interpretation of the law changes, we may decide to exercise the right to vote
the Portfolio's shares based on our own judgment. In those cases where MIAC is
the owner of the Income Annuity, the shares of each underlying Portfolio will be
voted in the same proportion as the shares for which voting instructions are
received by the Separate Account.
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<PAGE>
There are certain circumstances under which we may disregard voting
instructions. However, in this event, a summary of our action and the reasons
for such action will appear in the next semiannual report. If we do not receive
voting instructions, we will vote the interests under the Income Annuity in the
same proportion as represented by the voting instructions we receive from other
investors. Shares of the Metropolitan Fund that are owned by our general account
or by any of our unregistered separate accounts will be voted in the same
proportion as the aggregate of the shares:
o For which voting instructions are received, and
o That are voted in proportion to such voting instructions.
However, if the law or the interpretation of the law changes, we may decide to
exercise the right to vote the Portfolio's shares based on our judgment.
Who Sells the Income Annuity
The Income Annuity is sold through registered broker-dealers.
The licensed broker-dealers who sell the annuities may be compensated for these
sales by commissions that we pay. There is no front-end sales load or back-end
sales load deducted from purchase payments to pay sales commissions. The
Separate Account does not pay sales commissions. The commissions we pay range
from 0% to 5%.
Purchases In New York or North Carolina
Although we may not cancel the Income Annuity, the owner may cancel the Income
Annuity within a certain time period if the Income Annuity is purchased in New
York or North Carolina.
Financial Statements
The financial statements and related notes for the Separate Account and MetLife
are in the SAI and are available from MetLife upon request. Deloitte & Touche,
LLP, who are independent auditors, audit these financial statements.
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<PAGE>
Federal Tax Treatment
The following tax information is only a general discussion of the tax
consequences of use of the Income Annuity in connection with the settlement of a
claim. The Internal Revenue Code ("Code") is complex and changes regularly.
Because of the complexity of the Code, the applicability of the tax laws to the
Income Annuity and to the parties to a claim and/or an assignment are subject to
varying interpretations, each party should consult his/her own tax advisor about
his/her circumstances and how the tax law and any recent developments may affect
him/her if the Income Annuity is used in connection with the settlement of a
claim.
The Structured Settlement is an arrangement between you, the defendant and/or
the defendant's insurer. Neither we nor any of our affiliates assumes
responsibility for any legal, tax, or financial consequences of the Structured
Settlement to any of the parties to the claim or any assignee. In particular,
neither we nor any of our affiliates make any representations, warranties, or
guarantees as to the tax consequences of any decision you and other parties make
to settle your claim and to have income payments to you funded by an Income
Annuity.
Tax Treatment of Income Payments Received in Settlement of Personal Physical
Injury Claims
Section 104(a)(2) of the Code excludes from gross income any amounts received as
damages on account of personal physical injuries or physical sickness. Any
portion of a Structured Settlement that provides for punitive damages will not
qualify for exclusion under Section 104 (a)(2) of the Code. For qualifying
portions of a Structured Settlement, the treatment applies whether the amounts
are paid as lump sums or as periodic payments.
If the Income Annuity will be used to provide periodic payments to you as a
result of your claim, the periodic payments will be excludable from your income
only if the Income Annuity is owned by a person other than you. The Income
Annuity typically will be owned by MIAC.
We take no responsibility for determining if payments made to you as a result of
a claim, whether by use of the Income Annuity or otherwise, are excludable from
your income under Section 104(a)(2) of the Code.
A Defendant May Assign Its Obligation to Make Income Payments to You
Pursuant to Section 130 of the Code, the defendant or the defendant's insurer
may assign, with your consent, its obligation under the Structured Settlement to
make income payments to you. The entity, called the assignee, that assumes the
obligation to make income payments to you, typically will be MIAC. The
assignment by the defendant to MIAC of its
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<PAGE>
obligation to make income payments to you will be treated as a "qualified
assignment" under Section 130(c) of the Code only if the following requirements
are met:
o The Structured Settlement provides that you will receive income payments on
specified dates to compensate you for your personal injury or sickness (in
a case involving physical injury or physical sickness);
o MIAC assumes the liability to make payments to you from a party to the suit
or the Structured Settlement;
o The income payments that will be made to you are fixed and determinable as
to amount and time of payment;
o You cannot accelerate, defer, increase, or decrease your income payments;
o The amount MIAC is obligated to pay you under the assignment is no greater
than the obligation of the person who assigned the liability to MIAC; and
o The income payments to you are excludable from your gross income under
Section 104(a)(1) or (2) of the Code.
If these requirements are satisfied, and the assignment to MIAC is treated as a
"qualified assignment," the defendant may deduct the full payment it makes to
MIAC in the year in which the payment is made. In addition, if these
requirements are satisfied and MIAC purchases one or more "qualified funding
assets" to fund its obligation to make income payments to you under the
assignment, the purchase payment MIAC receives from the defendant will be
excluded from MIAC's gross income to the extent the purchase payment does not
exceed the aggregate cost of the qualified funding assets.
Using the Income Annuity to Fund Qualified Assignments
If you and the defendant intend to have the Income Annuity fund a qualified
assignment, the amount of the purchase payment that is to be allocated to each
investment division, the formula for determining the number of annuity units to
be credited to each investment division, and the schedule for making the
variable income payments must be specified in the Structured Settlement.
The Internal Revenue Service (IRS) has issued a private letter ruling to MIAC as
the assignee of a defendant's obligation to make payments to a party that was
physically injured. In the private letter ruling, MIAC proposed to purchase a
variable income annuity as a "qualified funding asset." Under the settlement
agreement involved in the private ruling, at least 50 percent of the damages to
be applied to the purchase of the
20
<PAGE>
variable income annuity was to be allocated to a guaranteed income option. In
the private letter ruling, the IRS determined, among other things, that:
o Periodic payments of damages that are calculated pursuant to an objective
formula based on the performance of the S&P 500 Stock Index and/or a mutual
fund designed to achieve long-term growth of capital and moderate income
are fixed and determinable as to amount and time of payment; and
o A variable income annuity purchased by MIAC from MetLife would not fail to
qualify as a qualified funding asset within the meaning of Section 130(c)
of the Code solely because of the variable payments under the annuity,
which would be reasonably related to the periodic payments under the
qualified assignment.
Private letter rulings may be relied upon only by the taxpayer(s) who requested
the ruling and only with respect to the specific facts involved in the ruling.
However, the reasoning used by the IRS in reaching its determinations in the
ruling may be useful to defendants, defendant's liability insurers, and other
assignees considering the tax treatment of the Income Annuity in connection with
the settlement of a claim. Such persons should, of course, consult their own tax
advisors to determine the tax consequences of entering into a Structured
Settlement or assigning (or accepting an assignment of) liability in connection
with which the Income Annuity will be used to fund payments to the claimant.
Owners Other than MIAC
Entities (such as a corporation) that are considering purchasing an Income
Annuity should consult with their own tax advisors prior to the purchase to
determine the tax consequences of owning the Income Annuity.
In general, under Section 72(u) of the Code, if an annuity contract is owned by
a non-natural person, the contract is not treated as an annuity for income tax
purposes and the income under the contract is treated as ordinary income
received or accrued by the owner in each taxable year. There are exceptions to
this general rule. These exceptions include contracts that are "qualified
funding assets" within the meaning of Section 130(c) of the Code (without regard
to whether there is a qualified assignment) and contracts that are "immediate
annuities" within the meaning of Section 72(u)(4) of the Code. If a contract
satisfies one of these exceptions, the income under the contract generally is
not taxed until it is received.
In addition, pursuant to Section 264(f) of the Code, if an Income Annuity is
owned by a non-natural person, or held for the benefit of a non-natural person,
a portion of the owner's otherwise deductible interest may no longer be
deductible. Similar adverse income tax consequences may occur pursuant to
Sections 805, 807 and 832 of the Code, if an Income Annuity is owned by or for
the benefit of an insurance company.
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Table of Contents for the Statement
of Additional Information
Page
Cover Page ............................................................. 1
Table of Contents ...................................................... 1
Independent Auditors ................................................... 2
Year 2000 .............................................................. 2
Distribution of Certificates and Interests in the
Income Annuity ................................................... 2
Experience Factor ...................................................... 2
Variable Income Payments ............................................... 2
Investment Management Fees ............................................. 4
Performance Data and Advertisement of
the Separate Account ............................................. 4
Financial Statements of the Separate Account ...........................
Financial Statements of MetLife ........................................
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Appendix
Premium Tax Table
If the owner is a resident of or domiciled in one of the following
jurisdictions, the percentage amount listed by that jurisdiction is the premium
tax rate which must be added to the purchase payment to pay for the premium
taxes.
Income Annuities
California ........... 1.0235%
Kentucky(1) .......... 1.02%
Maine ................ 1.02%
Nevada ............... 1.035%
Puerto Rico .......... 1.01%
South Dakota ......... 1.0125%
West Virginia ........ 1.01%
Wyoming .............. 1.01%
1 The premium tax in Kentucky is repealed effective January 1, 2000.
PEANUTS (C) United Feature Syndicate, Inc.
(C) 1999 Metropolitan Life Insurance Company
<PAGE>
METROPOLITAN LIFE INSURANCE COMPANY
METROPOLITAN LIFE SEPARATE ACCOUNT E
METLIFE SETTLEMENT PLUS,
A VARIABLE INCOME ANNUITY
STATEMENT OF ADDITIONAL INFORMATION
FORM N-4 PART B
, 1999
This Statement of Additional Information is not a prospectus but contains
information in addition to and more detailed than that set forth in the
Prospectus for MetLife Settlement Plus, A Variable Income Annuity dated
, 1999 and should be read in conjunction with the Prospectus. Copies of
the Prospectus may be obtained from Metropolitan Life Insurance Company, One
Madison Avenue, New York, New York 10010.
A Statement of Additional Information for the Metropolitan Series Fund,
Inc. is attached at the end of this Statement of Additional Information.
Unless otherwise indicated, the Statement of Additional Information
continues the use of certain terms as set forth in the Section entitled
"Important Terms You Should Know" of the Prospectus for MetLife Settlement Plus,
A Variable Income Annuity dated , 1999.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors................................. 2
Year 2000............................................ 2
Distribution of Certificates and Interests in the
Income Annuity..................................... 2
Experience Factor.................................... 2
Variable Income Payments............................. 2
Investment Management Fees........................... 4
Performance Data and Advertisement of the Separate
Account............................................ 4
Financial Statements of the Separate Account......... 35
Financial Statements of MetLife...................... 61
</TABLE>
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<PAGE>
INDEPENDENT AUDITORS
The financial statements for the Separate Account for the period ended
December 31, 1998 included in this Statement of Additional Information have been
audited by Deloitte & Touche LLP, 555 Seventeenth Street, Denver, Colorado,
independent auditors, as stated in their report appearing herein, and have been
so included in reliance upon such report given upon the authority of such firm
as experts in auditing and accounting.
YEAR 2000
MetLife depends on the smooth functioning of its computer systems to
administer its annuity contracts. Many computer software systems in use today
cannot distinguish the year 2000 from the year 1900 because of the way dates are
encoded and calculated. That failure could negatively impact and disrupt the
administration of the annuity contracts. MetLife is actively working on the
necessary changes to its computer systems to deal with this issue and expects
that its systems will be adapted in time for that event, although there cannot
be assurances of success.
DISTRIBUTION OF CERTIFICATES AND INTERESTS IN THE INCOME ANNUITY
MetLife is both the depositor and the underwriter (issuer) of the Income
Annuity.
The certificates and interests in the Income Annuity are sold through
registered broker-dealers.
The offering of the Income Annuity is continuous. In certain situations,
the Income Annuity may not include all investment choices or the Fixed Income
Option. Each contract will indicate the available choices.
EXPERIENCE FACTOR
We use the term "experience factor" to describe the investment performance
for an investment division. The experience factor changes from Valuation Period
(described later) to Valuation Period to reflect the upward or downward
performance of the assets in the underlying Portfolios. The experience factor is
calculated as of the end of each Valuation Period using the net asset value per
share of the underlying Portfolio. The net asset value includes the per share
amount of any dividend or capital gain distribution paid by the Portfolio during
the current Valuation Period, and subtracts any per share charges for taxes and
reserve for taxes. We then divide that amount by the net asset value per share
as of the end of the last Valuation Period to obtain a factor that reflects
investment performance. We then subtract a charge for each day in the valuation
period not to exceed .000034035 (the daily equivalent of an effective annual
rate of 1.25%).
VARIABLE INCOME PAYMENTS
"Variable income payments" include variable income payments made under the
various Income Annuities.
ASSUMED INVESTMENT RETURN (AIR)
The following discussion concerning the amount of variable income payments
is based on an Assumed Investment Return of 5% per year. It should not be
inferred that such rates will bear any relationship to the actual net investment
experience of the Separate Account.
AMOUNT OF INCOME PAYMENTS
The income payment you receive periodically from an investment division
(after your first payment if paid within 10 days of the issue date) will depend
upon the number of annuity units held in that investment division (described
below) and the Annuity Unit Value (described later) as of the 10th day prior to
a payment date.
The Income Annuity specifies the dollar amount of the initial variable
income payment for each investment division (this equals the first payment
amount if paid within 10 days of the issue date). This initial variable income
payment is computed based on the amount of the purchase payment applied to the
specific investment division (net any applicable premium tax owed or contract
charge), the AIR, the age and/or sex of the measuring lives and the income
payment type selected. The initial payment amount is then divided by the Annuity
Unit Value for the investment division to determine the number of annuity units
held in that investment division. The number of annuity units held remains fixed
for the duration of the contract.
The dollar amount of subsequent variable income payments will vary with the
amount by which investment performance is greater or less than the AIR and
Separate Account charges.
For example, on an annual basis, if an investment division has a cumulative
net investment performance of 6% over a one year period, the first variable
income payment in the next year will be approximately 1% greater than the
payment on the same date in the preceding year, and subsequent payments will
continue to vary with the investment experience of the investment division. If
such investment performance return is 4% over a one year period, the first
variable income payment in the next year will be approximately 1% less than the
payment on the same date in the preceding year, and subsequent payments will
continue to vary with the investment performance of the applicable division.
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ANNUITY UNIT VALUE
The Annuity Unit Value is based on the same change in investment
performance in the Separate Account. (See "The Value of Your Income Payment on
page in the Prospectus.)
CALCULATING THE ANNUITY UNIT VALUE
We calculate Annuity Unit Values once a day on every day the New York Stock
Exchange is open for trading. We call the time between two consecutive Annuity
Unit Value calculations the "Valuation Period." We have the right to change the
basis for the Valuation Period, on 30 days' notice, as long as it is consistent
with the law. All purchase payments and transfers are valued as of the end of
the Valuation Period during which the transaction occurred. The Annuity Unit
Values can increase or decrease, based on the investment performance of the
corresponding underlying portfolios. If the investment performance is positive,
after payment of Separate Account expenses and the deduction for the AIR,
Annuity Unit Values will go up. Conversely, if the investment performance is
negative, after payment of Separate Account expenses and the deduction for the
AIR, Annuity Unit Values will go down.
To calculate an Annuity Unit Value, we first multiply the experience factor
for the period by a factor based on the AIR and the number of days in the
Valuation Period. For an AIR of 5% and a one day Valuation Period, the factor is
.99986634, which is the daily discount factor for an effective annual rate of
5%. (The AIR may be in the range of 1% to 6%, as defined in your Income Annuity
and the laws in the state.) The resulting number is then multiplied by the last
previously calculated Annuity Unit Value to produce the new annuity value.
The following examples show, by use of hypothetical examples, the method of
determining the Annuity Unit Value and the amount of variable income payments:
EXAMPLE OF CALCULATION OF ANNUITY UNIT VALUE
1. Annuity Unit Value, beginning of period........................ $ 10.20000
2. "Experience factor" for period................................. 1.023558
3. Daily adjustment for 5% of Assumed Investment Return........... .99986634
4. (2) X (3)...................................................... 1.023421
5. Annuity Unit Value, end of period (1) X (4).................... $ 10.43889
DETERMINING THE VARIABLE INCOME PAYMENT
Variable income payments can go up or down based upon the investment
performance of the investment divisions in the Separate Account. AIR is the rate
used to determine the initial variable income payment and serves as a benchmark
against which the investment performance of the investment divisions is
compared. The higher the AIR, the higher the initial variable income payment
will be. Variable income payments will increase only to the extent that the
investment performance of the investment divisions exceeds the AIR (and Separate
Account charges). Variable income payments will decline if the investment
performance of the Separate Account does not exceed the AIR (and Separate
Account charges). A lower AIR will result in a lower initial variable income
payment, but variable income payments will increase more rapidly or decline more
slowly as changes occur in the investment performance of the investment
divisions.
EXAMPLE OF INCOME PAYMENTS
(ASSUMES THE FIRST MONTHLY PAYMENT IS MADE WITHIN 10 DAYS OF THE ISSUE DATE OF
THE INCOME ANNUITY)
Annuitant age 65, Life Annuity with 120 Payments Guaranteed
1. Net Purchase Payment........................................... $50,000.00
2. First monthly income payment per $1,000 of Annuity Value....... $ 7.71
3. First monthly income payment (1) X (2) divided by 1,000........ $ 385.50
4. Annuity Unit Value (see Example of Calculation of Annuity Unit
Value above as of Annuity Date)................................. $ 10.80000
5. Number of Annuity Units (3) divided by (4)..................... 35.69444
6. Assume Annuity Unit Value for the second month equal to (10
days prior to payment).......................................... $ 10.97000
7. Second monthly Annuity Payment (5) X (6)....................... $ 391.57
8. Assume Annuity Unit Value for third month equal to............. $ 10.52684
9. Next monthly Annuity Payment (5) X (8)......................... $ 375.75
3
<PAGE>
INVESTMENT MANAGEMENT FEES
Each of the currently available Metropolitan Fund Portfolios pays us, the
investment manager of the Metropolitan Fund, an investment management fee. For
providing investment management services to the Lehman Brothers Aggregated Bond
Index and MetLife Stock Index, we receive monthly compensation from each
Portfolio at an annual rate of .25% of the average daily value of the aggregate
net assets of each Portfolio. For providing investment management services to
the State Street Research Growth Portfolio, we receive monthly compensation from
the Portfolio at an annual rate of .55% of the average daily value of the
aggregate net assets of the Portfolio up to $500 million, .50% of such assets on
the next $500 million and .45% of such assets on amounts over $1 billion. For
providing investment management services to the State Street Research
Diversified Portfolio, we receive monthly compensation from the Portfolio at an
annual rate of .50% of the average daily value of the aggregate net assets of
the Portfolio up to $500 million, .45% of such assets on the next $500 million
and .40% of such assets on amounts over $1 billion. We pay State Street Research
& Management Company, one of our subsidiaries, to provide us with sub-investment
management services for the State Street Research Diversified and State Street
Research Growth Portfolio.
For providing investment management services to the Harris Oakmark Large
Cap Value Portfolio, we receive monthly compensation from the Portfolio at an
annual rate of .75% of the average daily value of the aggregate net assets of
the Portfolio up to $250 million and .70% of such assets in excess of
$250 million. Harris Associates L.P., whose general partner is indirectly owned
by MetLife, is the sub-investment manager with respect to the Harris Oakmark
Large Cap Value Portfolio.
For providing investment management services to the T. Rowe Price Large Cap
Growth Portfolio, we receive monthly compensation from the Portfolio at an
annual rate of .70% of the average daily value of the aggregate net assets of
the Portfolio up to $50 million, and .60% of such assets over $50 million. T.
Rowe Price Associates, Inc. is the sub-investment manager for the T. Rowe Price
Large Cap Growth Portfolio.
PERFORMANCE DATA AND ADVERTISEMENT OF THE SEPARATE ACCOUNT
From time to time we advertise the performance of various Separate Account
investment divisions. Performance will be stated in terms of either yield,
"change in Annuity Unit Value" or "average annual total return" or some
combination of the foregoing. Yield, change in Annuity Unit Value and average
annual total return figures are based on historical earnings and are not
intended to indicate future performance. This income is then annualized, by
assuming that the same amount of income is generated each week over a 52 week
period, and the total income is shown as a percentage of the investment. The
effective yield is similarly calculated; however, when annualized, the earned
income in the investment division is assumed to be reinvested. Thus, the
effective yield figure will be slightly higher than the yield figure because of
the former's compounding effect. Other yield figures quoted in advertisements
will refer to the net income generated by an investment in a particular
investment division for a thirty-day period or month, which is specified in the
advertisement, and then expressed as a percentage yield of that investment. This
percentage yield is then compounded semiannually. Change in Annuity Unit Value
refers to the comparison between values of annuity units over specified periods
in which an investment division has been in operation, expressed as a percentage
and may also be expressed as an annualized figure. In addition, change in
Annuity Unit Value may be used to show performance for a hypothetical investment
(such as $10,000) over the time period specified.
Advertisements regarding the Separate Account may contain comparisons of
hypothetical after-tax returns of currently taxable investments versus returns
of tax deferred or tax-exempt investments. From time to time, the Separate
Account may compare the performance of its investment divisions with the
performance of common stocks, long-term government bonds, long-term corporate
bonds, intermediate-term government bonds, Treasury Bills, certificates of
deposit and savings accounts. The Separate Account may use the Consumer Price
Index in its advertisements as a measure of inflation for comparison purposes.
From time to time, the Separate Account may advertise its performance ranking
among similar investments or compare its performance to averages as compiled by
independent organizations, such as Lipper Analytical Services, Inc.,
Morningstar, Inc., VARDS(Registered) and The Wall Street Journal. The Separate
Account may also advertise its performance in comparison to appropriate indices,
such as the Standard & Poor's 500 Composite Stock Price Index, the Lehman
Brothers, Aggregate Bond Index, and/or the Lehman Brothers Government/
Corporate Bond Index, the Merrill Lynch High Yield Bond Index.
WHEN VOTING INSTRUCTIONS MAY BE DISREGARDED
MetLife may disregard voting instructions under the following circumstances
(1) to make or refrain from making any change in the investments or investment
policies for any portfolio if required by any insurance regulatory authority;
(2) to refrain from making any change in the investment policies or any
investment
4
<PAGE>
adviser or principal underwriter or any portfolio which may be initiated by
those having voting interests or the Metropolitan Fund's board of directors,
provided MetLife's disapproval of the change is reasonable and, in the case of a
change in investment policies or investment manager, based on a good faith
determination that such change would be contrary to state law or otherwise
inappropriate in light of the portfolio's objective and purposes; or (3) to
enter into or refrain from entering into any advisory agreement or underwriting
contract, if required by any insurance regulatory authority.
In the event that MetLife does disregard voting instructions, a summary of
the action and the reasons for such action will be included in the next
semiannual report.
5
<PAGE>
APPENDIX FOR GRAPHIC AND IMAGE MATERIAL
Pursuant to Rule 304 of Regulation S-T, the following table presents fair and
accurate narrative descriptions of graphic and image material omitted from the
EDGAR filing due to ASCII-incompatibility and cross-references this material to
the location of each occurrence in the text.
INTRODUCTION
The prospectus included in the Form N-4 for Metropolitan Life Separate
Account E includes illustrations using various characters from the
PEANUTS(Registered) gang which are copyrighted by United Feature Syndicate,
Inc. There is a list and description of characters followed by a list of
illustrations and their page location in the prospectus.
CHARACTERS
Snoopy -- A Beagle dog
Charlie Brown -- A little boy with zigzag pattern on shirt
Woodstock -- A small bird
Lucy -- A little brunette girl
Linus -- A younger little boy with stripped shirt (Lucy's brother)
Marcie -- A little brunette girl with glasses
Franklin -- A curly haired little boy
Pigpen -- A little boy with dust cloud and smudged face
Peppermint Patty -- An athletic girl with freckles, page boy haircut and sandals
Sally -- A little blond girl with curls on top (Charlie Brown's sister)
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
1. Snoopy as MetLife Representative with briefcase First page
straightening bow tie
2. Charlie Brown on step ladder looking at fold Page 3 Table of Contents
out map
3. Snoopy in suit with pointer Page 4 Important Terms
You Should Know
4. Snoopy as MetLife Representative listening to Page 7 MetLife
crowd of Woodstocks
5. Snoopy and Woodstock balanced on seesaw Page 9 The Income Annuity
6. Snoopy reading menu at restaurant table Page 9 Your Investment Choices
7. Snoopy as WWI flying ace dispatching Woodstocks Page 11 Allocation of
with checks Purchase Payment
8. Marcie at desk with adding machine reviewing Page 12 AIR
tape of calculations
9. Lucy with magnifying glass studying a piece of Page 14 Charges
paper
10. Woodstock writing out a check Page 15 Purchase Payments
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
11. Charlie Brown receiving letter at mail box Page 15 Receiving Income Payments
and Information
12. "Colonial" Snoopy as town cryer Page 16 Advertising Performance
13. Snoopy as MetLife Representative shaking paw/ Page 18 Who Sells the
wing with Woodstock Income Annuity
14. Franklin, Snoopy, Charlie Brown, Lucy, Pigpen, Page 22 Table of Contents
Linus and Peppermint Patty for the SAI
15. Lucy in her advice box with "TAXES--The Expert Page 23 Premium Tax Table
is in" printed on it advising Peppermint Patty
and Sally
<PAGE>
PART II
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS
The following financial statements are included in Part B of this
Post-Effective Amendment on Form N-4 (to be filed by amendment):
Metropolitan Life Separate Account E
Independent Auditors' Report
Financial Statements for the Years Ended December 31, 1998 and 1997
Statements of Assets and Liabilities
Statements of Operations
Statements of Changes in Net Assets
Notes to Financial Statements
Metropolitan Life Insurance Company
Independent Auditors' Report
Financial Statements for the Years Ended
December 31, 1998, 1997 and 1996
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Cash Flow
Consolidated Statements of Equity
Notes to Consolidated Financial Statements
(B) EXHIBITS
</TABLE>
<TABLE>
<S> <C>
(1) -- Resolution of the Board of Directors of Metropolitan Life
establishing Separate Account E.(1)
(2) -- Not applicable.
(3)(a) -- Not applicable.
(b) -- Form of Selected Broker Agreement.(1)
(4)(a) -- Form of Income Annuity Contract.
(b) -- Form of Certificate
(6) -- Charter and By-Laws of Metropolitan Life.(1)
(6)(a) -- By-Laws Amendment.(1)
(7) -- Not applicable.
(8) -- Not applicable.
(9) -- Opinion and consent of counsel as to the legality of the
securities being registered.(4)
(10) -- (a) Form of Settlement Agreement.
(b) Form of Uniform Qualified Assignment.
(c) Form of Uniform Qualified Assignment and Release
(11) -- Not applicable.
(12) -- Not applicable.
(13)(a) -- Powers of Attorney.(1),(2),(3)
</TABLE>
- ------------------
1. Filed with Post-Effective Amendment No. 19 to Registration Statement
No. 2-90380/811-4001 for Metropolitan Life Separate Account E on Form N-4 on
February 27, 1996. As incorporated herein by reference.
(Footnotes continued on next page)
II-1
<PAGE>
(Footnotes continued from previous page)
2. Powers of attorney for Gerald Clark, Burton A. Dole, Jr. and Charles H.
Leighton were filed with Post-Effective Amendment No. 21 to Registration
Statement No. 2-90380/811-4001 for Metropolitan Life Separate Account E on
Form N-4 on February 28, 1997. As incorporated herein by reference.
3. Powers of Attorney for Robert H. Benmosche, Jon F. Danski and Stewart G.
Nagler filed with Post-Effective Amendment No. 23 to Registration Statement
No. 2-90380/811-4001 for Metropolitan Life Separate Account E on Form N-4 on
April 3, 1998. As incorporated herein by reference.
4. To be filed by amendment.
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION & POSITIONS AND OFFICES
NAME BUSINESS ADDRESS WITH DEPOSITOR
- ------------------------- ---------------------------------------- ---------------------
<S> <C> <C>
Curtis H. Barnette....... Chairman and Chief Executive Officer, Director
Bethlehem Steel Corporation,
1170 Eighth Avenue,
Martin Tower 2118,
Bethlehem, PA 18016-7699.
Robert H. Benmosche...... Chairman of the Board, President and Chairman of the
Chief Executive Officer, Board, President and
Metropolitan Life Insurance Company, Chief Executive
One Madison Avenue, Officer
New York, NY 10010.
Gerald Clark............. Vice-Chairman of the Board and Vice-Chairman of the
Chief Investment Officer, Board and Chief
Metropolitan Life Insurance Company, Investment Officer
One Madison Avenue,
New York, NY 10010.
Joan Ganz Cooney......... Chairman, Executive Committee, Director
Children's Television Workshop,
One Lincoln Plaza,
New York, NY 10023.
Burton A. Dole, Jr....... Retired Chairman, President and Director
Chief Executive Officer,
Nellcor Puritan Bennett,
2200 Faraday Avenue,
Carlsbad, CA 92008-7208.
James R. Houghton........ Chairman Emeritus of the Board Director
and Director,
Corning Incorporated,
80 East Market Street, 2nd Floor,
Corning, NY 14830.
Harry P. Kamen........... Retired Chairman and Chief Executive Director
Officer,
Metropolitan Life Insurance Company,
One Madison Avenue,
New York, NY 10010.
Helene L. Kaplan......... Of Counsel, Skadden, Arps, Slate, Director
Meagher and Flom,
919 Third Avenue,
New York, NY 10022.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION & POSITIONS AND OFFICES
NAME BUSINESS ADDRESS WITH DEPOSITOR
- ------------------------- ---------------------------------------- ---------------------
<S> <C> <C>
Charles M. Leighton...... Retired Chairman of the Board, Director
CML Group, Inc.,
524 Main Street,
Bolton, MA 01720.
Allen E. Murray.......... Retired Chairman of the Board and Director
Chief Executive Officer,
Mobil Corporation,
375 Park Avenue, Suite 2901,
New York, NY 10152.
Stewart G. Nagler........ Vice-Chairman of the Board and Vice-Chairman of the
Chief Financial Officer, Board and Chief
Metropolitan Life Insurance Company, Financial Officer
One Madison Avenue,
New York, NY 10010.
John J. Phelan, Jr....... Retired Chairman and Director
Chief Executive Officer,
New York Stock Exchange,
P.O. Box 312,
Mill Neck, NY 11765.
Hugh B. Price............ President and Chief Executive Officer, Director
National Urban League, Inc.,
120 Wall Street, 7th & 8th Floors,
New York, NY 10005.
Robert G. Schwartz....... Retired Chairman of the Board, Director
President and Chief Executive Officer,
Metropolitan Life Insurance Company,
200 Park Avenue, Suite 5700,
New York, NY 10166.
Ruth J. Simmons, Ph.D.... President, Director
Smith College,
College Hall 20,
Northhampton, MA 01063.
William C. Steere, Jr.... Chairman of the Board and Director
Chief Executive Officer,
Pfizer, Inc.,
235 East 42nd Street,
New York, NY 10016
</TABLE>
Set forth below is a list of certain principal officers of Metropolitan
Life. The principal business address of each officer of Metropolitan Life is One
Madison Avenue, New York, New York 10010.
<TABLE>
<CAPTION>
NAME OF OFFICER POSITION WITH METROPOLITAN LIFE
- ------------------------------ -------------------------------------------------
<S> <C>
Robert H. Benmosche........... Chairman of the Board, President and Chief
Executive Officer
Gerald Clark.................. Vice-Chairman of the Board and Chief Investment
Officer
Stewart G. Nagler............. Vice-Chairman of the Board and Chief Financial
Officer
C. Robert Henrikson........... President, Institutional Business
James M. Benson............... President, Individual Business
William J. Toppeta............ President, Client Services and Chief
Administrative Officer
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
NAME OF OFFICER POSITION WITH METROPOLITAN LIFE
- ------------------------------ -------------------------------------------------
<S> <C>
Gary A. Beller................ Senior Executive Vice-President and General
Counsel
John H. Tweedie............... Senior Executive Vice-President
Daniel J. Cavanagh............ Executive Vice-President
Jeffrey J. Hodgman............ Executive Vice-President
Terence I. Lennon............. Executive Vice-President
David A. Levene............... Executive Vice-President
Judy E. Weiss................. Executive Vice-President and Chief Actuary
Richard M. Blackwell.......... Senior Vice-President
Alexander D. Brunini.......... Senior Vice-President
James B. Digney............... Senior Vice-President
Ira Friedman.................. Senior Vice-President
Sibyl C. Jacobson............. Senior Vice-President
Joseph W. Jordan.............. Senior Vice-President
Kernan F. King................ Senior Vice-President
Nicholas D. Latrenta.......... Senior Vice-President
Leland C. Launer, Jr.......... Senior Vice-President
Gary E. Lineberry............. Senior Vice-President
James L. Lipscomb............. Senior Vice-President
William D. Livesey............ Senior Vice-President
James M. Logan................ Senior Vice-President
Eugene Marks, Jr.............. Senior Vice-President
Lauren Mascitelli............. Senior Vice-President
William R. Prueter............ Senior Vice-President
Joseph A. Reali............... Senior Vice-President
Vincent P. Reusing............ Senior Vice-President
Felix Schirripa............... Senior Vice-President
Robert E. Sollmann, Jr........ Senior Vice-President
James F. Stenson.............. Senior Vice-President
Stanley J. Talbi.............. Senior Vice-President
Richard R. Tartre............. Senior Vice-President
Lisa Weber.................... Senior Vice-President
William J. Wheeler............ Senior Vice-President and Treasurer
Anthony J. Williamson......... Senior Vice-President
Louis J. Ragusa............... Vice-President and Secretary
</TABLE>
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT.
The registrant is a separate account of Metropolitan Life Insurance Company
under the New York Insurance law. Under said law the assets allocated to the
separate account are the property of Metropolitan Life Insurance Company. No
person has the direct or indirect power to control Metropolitan Life Insurance
Company. As a mutual life insurance company, Metropolitan Life Insurance Company
has no stockholders. Its Board of Directors is elected in accordance with New
York Insurance Law by Metropolitan's policyholders, whose policies or contracts
have been in force for at least one year. Each such policyholder has only one
vote, irrespective of the number of policies or contracts held and the amount
thereof. The following outline indicates those persons who are controlled by or
under common control with Metropolitan Life Insurance Company:
II-4
<PAGE>
[The Organization Chart has been filed by module and is 11 pages long. Part II
will continue on page II-16]
ITEM 27. NUMBER OF CONTRACTOWNERS.
N/A
ITEM 28. INDEMNIFICATION
UNDERTAKING PURSUANT TO RULE 484(B)(1) UNDER THE SECURITIES ACT OF 1933
Metropolitan Life Insurance Company has secured a Financial Institutions
Bond in the amount of $50,000,000, subject to a $5,000,000 deductible.
Metropolitan Life Insurance Company maintains a directors' and officers'
liability policy with a maximum coverage of $200 million. A provision in
Metropolitan Life Insurance Company's by-laws provides for the indemnification
(under certain circumstances) of individuals serving as directors or officers of
Metropolitan Life Insurance Company.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Metropolitan Life Insurance Company pursuant to the foregoing provisions, or
otherwise, Metropolitan has been advised that in the opinion of the Securities
and Exchange Commission such indemnification may be against public policy as
expressed in the Act and may be, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
Metropolitan of expenses incurred or paid by a director, officer or controlling
person or Metropolitan in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Metropolitan will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
ITEM 29. PRINCIPAL UNDERWRITERS.
(a) The principal underwriter of the registrant is Metropolitan Life
Insurance Company. Metropolitan Life acts in the following capacities with
respect to the following investment companies:
Metropolitan Tower Life Separate Account One (principal underwriter)
Metropolitan Tower Life Separate Account Two (principal underwriter)
Metropolitan Life Separate Account UL (principal underwriter)
Metropolitan Series Fund, Inc. (principal underwriter and investment adviser)
(b) See response to Item 25 above.
(c)
(1) (2)
NAME OF PRINCIPAL UNDERWRITER NET UNDERWRITING DISCOUNTS AND
COMMISSIONS
Metropolitan Life Insurance Company N/A
(3) (4)
COMPENSATION ON REDEMPTION OR BROKERAGE COMMISSIONS
ANNUITIZATION
N/A N/A*
(5)
COMPENSATION
N/A*
- ------------------
* As regards this new contract, as of the date of this filing the Registrant has
not completed a full fiscal year and issued no contracts.
II-16
<PAGE>
ITEM 30. LOCATION OF ACCOUNT AND RECORDS.
Metropolitan Life Insurance Company
One Madison Avenue
New York, N.Y. 10010
ITEM 31. MANAGEMENT SERVICES.
Not Applicable
ITEM 32. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes to file a post-effective
amendment to this registration statement as frequently as is necessary to ensure
that the financial statements in this registration statement are not more than
16 months old for as long as payments under these variable annuity contracts may
be accepted.
(b) The undersigned registrant hereby undertakes to include a post card or
similar written communication affixed to or included in the prospectus that the
applicant can remove to send for a Statement of Additional Information.
(c) The undersigned registrant hereby undertakes to deliver any Statement
of Additional Information and any financial statements required to be made
available under this form promptly upon written or oral request.
(d) The undersigned registrant represents that it is relying on the
exemptions from certain provisions of Sections 22(e) and 27 of the Investment
Company Act of 1940 provided by Rule 6c-7 under the Act. The registrant further
represents that the provisions of paragraph (a)-(d) of Rule 6c-7 have been
complied with.
(e) Metropolitan Life Insurance Company represents that the fees and
charges deducted under the Income Annuity described in this Registration
Statement, in the aggregate, are reasonable in relation to the services
rendered, the expenses to be incurred, and the risks assumed by Metropolitan
Life Insurance Company under the Income Annuity.
II-17
<PAGE>
SIGNATURES
AS REQUIRED BY THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF
1940, THE REGISTRANT CERTIFIES AND HAS CAUSED THIS REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF, IN THE CITY OF NEW YORK, AND STATE OF NEW YORK ON THIS
11TH DAY OF JULY 23, 1999.
METROPOLITAN LIFE SEPARATE ACCOUNT E
(Registrant)
by: METROPOLITAN LIFE INSURANCE COMPANY
(Depositor)
by: /s/ GARY A. BELLER
-------------------------------------
(Gary A. Beller)
Senior Executive Vice-President
and General Counsel
METROPOLITAN LIFE INSURANCE COMPANY
(Depositor)
by: /s/ GARY A. BELLER
-------------------------------------
(Gary A. Beller)
Senior Executive Vice-President
and General Counsel
II-18
<PAGE>
SIGNATURES
AS REQUIRED BY THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS
BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES
INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ---------------------------- -------------
<S> <C> <C>
* Chairman, President, Chief
- ------------------------------- Executive Officer and
Robert H. Benmosche Director
* Vice Chairman, Chief
- ------------------------------- Investment Officer and
Gerald Clark Director
* Vice Chairman, Chief
- ------------------------------- Financial Officer (Principal
Stewart G. Nagler Financial Officer) and
Director
* Director
- -------------------------------
Curtis H. Barnette
* Director
- -------------------------------
Joan Ganz Cooney
* Director
- -------------------------------
Burton A. Dole, Jr.
* Director
- -------------------------------
James R. Houghton
* Director
- -------------------------------
Harry P. Kamen
* Director
- -------------------------------
Helene L. Kaplan
By: /s/ RICHARD G. MANDEL, ESQ.
- -------------------------------
Richard G. Mandel, Esq.
Attorney-in-Fact July 23, 1999
</TABLE>
II-19
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ---------------------------- -------------
<S> <C> <C>
* Director
- -------------------------------
Charles M. Leighton
* Director
- -------------------------------
Allen E. Murray
* Director
- -------------------------------
John J. Phelan, Jr.
* Director
- -------------------------------
Hugh B. Price
* Director
- -------------------------------
Robert G. Schwartz
* Director
- -------------------------------
Ruth J. Simmons, Ph.D.
Director
- -------------------------------
William C. Steere, Jr.
By: /s/ RICHARD G. MANDEL, ESQ.
- -------------------------------
Richard G. Mandel, Esq.
Attorney-in-Fact July 23, 1999
</TABLE>
II-20
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------- -----------------------------------------------------------------------
<S> <C> <C>
(1) Resolution of the Board of Directors of Metropolitan Life
establishing Separate Account E.1
(2) Not applicable.
(3)(a) Not applicable.
(b) Form of Selected Broker Agreement.1
(4)(a) Form of Income Annuity Contract.
(b) Form of Certificate
(6) Charter and By-Laws of Metropolitan Life.1
(6)(a) By-Laws Amendment.1
(7) Not applicable.
(8) Not applicable.
(9) Opinion and consent of counsel as to the legality of the
securities being registered.4
(10) (a) Form of Settlement Agreement.
(b) Form of Uniform Qualified Assignment.
(c) Form of Uniform Qualified Assignment and Release
(11) Not applicable.
(12) Not applicable.
(13)(a) Powers of Attorney.1,2,3
</TABLE>
- ------------------
1. Filed with Post-Effective Amendment No. 19 to Registration Statement
No. 2-90380/811-4001 for Metropolitan Life Separate Account E on Form N-4 on
February 27, 1996. As incorporated herein by reference.
2. Powers of attorney for Gerald Clark, Burton A. Dole, Jr. and Charles H.
Leighton were filed with Post-Effective Amendment No. 21 to Registration
Statement No. 2-90380/811-4001 for Metropolitan Life Separate Account E on
Form N-4 on February 28, 1997. As incorporated herein by reference.
3. Powers of Attorney for Robert H. Benmosche, Jon F. Danski and Stewart G.
Nagler filed with Post-Effective Amendment No. 23 to Registration Statement
No. 2-90380/811-4001 for Metropolitan Life Separate Account E on Form N-4 on
April 3, 1998. As incorporated herein by reference.
4. To be filed by amendment.
<PAGE>
Settlement Agreement and Release
This Settlement Agreement and Release (the "Settlement Agreement") is made and
entered into this ____________day of____________________, 19 ____, by and
between [among]:
"Claimant"
----------------------------------------------------------------------
["Defendant" ]
---------------------------------------------------------------------
"Insurer"
----------------------------------------------------------------------
Recitals
A. On or about ______________ , 19 ______, Claimant [name person who suffered
physical injury if other than Claimant] was injured in an accident
occurring at____________(place)_______________. Claimant alleges that the
accident and resulting physical and personal injuries arose out of certain
alleged negligent acts or omissions of Defendant, and has made a claim
seeking monetary damages on account of those injuries.
B. Insurer is the liability insurer of the Defendant, and as such, would be
obligated to pay any claim made or judgement obtained against Defendant
which is covered by its policy with Defendant.
C. The parties desire to enter into this Settlement Agreement in order to
provide for certain payments in full settlement and discharge of all claims
which have, or might be made, by reason of the incident described in
Recital A above, upon the terms and conditions set forth below.
Agreement
The parties agree as follows:
1.0 Release and Discharge
1.1 In consideration of payments set forth in Section 2, Claimant
hereby completely releases and forever discharge Defendant and Insurer
from any and all past, present or future claims, demands, obligations,
actions, causes of action, wrongful death claims, rights, damages,
costs, losses of services, expenses and compensation of any nature
whatsoever, whether based on a tort, contract or other theory of
recovery, which the Claimant now has, or which may hereafter accrue or
otherwise be acquired, on account of, or may in any way grow out of the
incident described in Recital A above, including, without limitation,
any and all known or unknown claims for bodily and personal injuries to
Claimant, or any future wrongful death claim of Claimant's
representatives or heirs, which have resulted or may result from the
alleged acts or omissions of the Defendant.
1.2 This release and discharge shall also apply to Defendant's and
Insurer's past, present and future officers, directors, stockholders,
attorneys, agents, servants, representatives, employees, subsidiaries,
affiliates, partners, predecessors and successors in interest, and
assigns and all other persons, firms or corporations with whom any of
the former have been, are now, or may hereafter be affiliated.
1.3 This release, on the part of the Claimant, shall be a fully binding
and complete settlement among the Claimant, the Defendant and the
Insurer, and their heirs, assigns and successors.
<PAGE>
1.4 Claimant acknowledges and agrees that the release and discharge set
forth above is a general release. Claimant expressly waives and assumes
the risk of any and all claims for damages which exist as of this date,
but of which the Claimant does not know or suspect to exist, whether
through ignorance, oversight, error, negligence, or otherwise, and
which, if known, would materially affect Claimant's decision to enter
into this Settlement Agreement. The Claimant further agrees that
Claimant has accepted payment of the sums specified herein as a
complete compromise of matters involving disputed issues of law and
fact. Claimant assumes the risk that the facts or law may be other than
Claimant believes. It is understood and agreed to by the parties that
this settlement is a compromise of a doubtful and disputed claim, and
the payments are not to be construed as an admission of liability on
the part of the Defendant, by whom liability is expressly denied.
2.0 Payments
In consideration of the release set forth above, the Insurer on
behalf of the Defendant agrees to pay to the individual(s) named
below ("Payee(s)") the sums outlined in this Section 2 below:
2.1 Payments due at the time of settlement as follows:
(insert Payees and lump sum cash payments)
2.2 Periodic payments made according to the schedule as follows (the
"Periodic Payments"):
(insert Payees and Periodic Payments)
[2.3 Payments to (attorney(s) and his/her/their successors
and assigns, for and on behalf of Claimant in discharge
of Claimant's obligation to pay attorney fees:
(insert attorney fees if part of the settlement)]
All sums set forth herein constitute damages on account of personal injuries and
sickness, within the meaning of Section 104(a)(2) of the Internal Revenue Code
of 1986, as amended.
3.0 Claimant's Rights to Payments
Claimant acknowledges that the Periodic Payments cannot be
accelerated, deferred, increased or decreased by the Claimant; nor
shall the Claimant have the power to sell, mortgage, encumber, or
anticipate the Periodic Payments, or any part thereof, by
assignment or otherwise.
4.0 Claimant's Beneficiary
Any payments to be made after the death of any Payee pursuant to
the terms of this Settlement Agreement shall be made to such
person or entity as shall be designated in writing by Claimant to
the Insurer or the Insurer's Assignee. If no person or entity is
so designated by Claimant, or if the person designated is not
living at the time of the Payee's death, such payments shall be
made to the estate of the Payee. No such designation, nor any
revocation thereof, shall be effective unless it is in writing and
delivered to the Insurer or the Insurer's Assignee. The
designation must be in a form acceptable to the Insurer or the
Insurer's Assignee before such payments are made.
5.0 Consent to Qualified Assignment
<PAGE>
5.1 Claimant acknowledges and agrees that the Defendant and/or the
Insurer may [will] make a "qualified assignment", within the meaning of
Section 130(C) of the Internal Revenue Code of 1986, as amended, of the
Defendant's and/or the Insurer's liability to make the Periodic
Payments set forth in Section 2.2 to ____(assignment company)______
("the Assignee"). The Assignee's obligation for payment of the Periodic
Payments shall be no greater than that of Defendant and/or the Insurer
(whether by judgement or agreement) immediately preceding the
assignment of the Periodic Payments obligation.
5.2 Any such assignment, if made, shall be accepted by the
Claimant without right of rejection and shall completely release and
discharge the Defendant and the Insurer from the Periodic Payments
obligation assigned to the Assignee. The Claimant recognizes that, in
the event of such an assignment, the Assignee shall be the sole obligor
with respect to the Periodic Payments obligation, and that all other
releases with respect to the Periodic Payments obligation that pertain
to the liability of the Defendant and the insurer shall thereupon
become final, irrevocable and absolute.
6.0 Right to Purchase an Annuity
The Defendant and/or the Insurer, itself or through its
Assignee, reserve the right to fund the liability to make the
Periodic Payments through the purchase of an annuity policy
from __________(annuity issuer)_________. The Defendant, the
Insurer or the Assignee shall be the sole owner of the annuity
policy and shall have all rights of ownership. The Defendant,
the Insurer or the Assignee may have _______(annuity
issuer)________ mail payments directly to the Payee(s). The
Claimant shall be responsible for maintaining a current
mailing address for Payee(s) with _______(annuity
issuer)_______.
7.0 Discharge of Obligation
The obligation of the Defendant, the Insurer and/or Assignee
to make each Periodic Payment shall be discharged upon the
mailing of a valid check in the amount of such payment to the
designated address of the Payee(s) named in Section 2 of this
Settlement Agreement.
[8.0 Attorney's Fees (If attorney fees are not part of the
settlement)
Each party hereto shall bear all attorney's fees and costs
arising from the actions of its own counsel in connection with
this Settlement Agreement, the matters and documents referred
to herein, and all related matters.]
9.0 Representation of Comprehension of Document
In entering into this Settlement Agreement the Claimant
represents that Claimant has relied upon the advice of his/her
attorneys, who are the attorneys of his/her own choice, concerning
the legal and income tax consequences of this Settlement
Agreement; that the terms of this Settlement Agreement have been
completely read and explained to Claimant by his/her attorneys;
and that the terms of this Settlement Agreement are fully
understood and voluntarily accepted by Claimant.
10.0 Warranty of Capacity to Execute Agreement
Claimant represents and warrants that no other person or
entity has, or had, any interest in the claims, demands,
obligations, or causes of action referred to in this Settlement
Agreement, except as otherwise set forth herein; that Claimant has
the sole right and exclusive authority to execute this Settlement
Agreement and receive the sums specified in it; and that Claimant
has
<PAGE>
not sold, assigned, transferred, conveyed or otherwise disposed
of any of the claims, demands, obligations or causes of action
referred to in this Settlement Agreement.
11.0 Confidentiality
The parties agree that neither they nor their attorneys nor
representatives shall reveal to anyone, other than as may be
mutually agreed to in writing, any of the terms of this
Settlement Agreement or any of the amounts, numbers or terms
and conditions of any sums payable to Payee(s) hereunder.
12.0 Governing Law
This Settlement Agreement shall be construed and interpreted
in accordance with the laws of the State of
-----------------.
[(insert additional language as required by state law)]
13.0 Additional Documents
All parties agree to cooperate fully and execute any
and all supplementary documents and to take all additional actions
which may be necessary or appropriate to give full force and
effect to the basic terms and intent of this Settlement Agreement.
14.0 Entire Agreement and Successors in Interest
This Settlement Agreement contains the entire agreement
between the Claimant, [the Defendant] and the Insurer with regard
to the matters set forth in it and shall be binding upon and enure
to the benefit of the executors, administrators, personal
representatives, heirs, successors and assigns of each.
<PAGE>
15.0 Effectiveness
This Settlement Agreement shall become effective immediately
following execution of the parties.
Claimant
-------------------------------
By:
----------------------------
Date:
--------------------------
Claimant's Attorney
-------------------------------
By:
----------------------------
Date:
--------------------------
Insurer
----------------------------------
By:
----------------------------
Title
---------------------------
Date:
--------------------------
[Defendant
---------------------------------
By:
----------------------------
Title
---------------------------
Date: ]
--------------------------
<PAGE>
----------
UNIFORM QUALIFIED ASSIGNMENT
"Claimant"
"Assignor"
"Assignee"
"Annuity Issuer"
"Effective Date"
This Agreement is made and entered into by and between the parties hereto as of
the Effective Date with reference to the following facts:
A. Claimant has executed a settlement agreement or release
dated_________________, 19_______ (the "Settlement Agreement") that
provides for the Assignor to make certain periodic payments to or for
the benefit of the Claimant as stated in Addendum No. 1 (the "periodic
Payments"); and
B. The parties desire to effect a "qualified assignment" within the
meaning and subject to the conditions of Section 130(c) of the Internal
Revenue Code of 1986 (the "Code").
NOW THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the parties agree as follows:
1. The Assignor hereby assigns and the Assignee hereby assumes all of the
Assignor's liability to make the Periodic Payments. The Assignee
assumes no liability to make any payment not specified in Addendum No.1
2. The Periodic Payments constitute damages on account of personal injury
or sickness in a case involving physical injury or physical sickness
within the meaning of Sections 104(a)(2) and 130(c) of the Code.
3. The Assignee's liability to make the Periodic Payments is no greater
than that of the Assignor immediately preceding this Agreement.
Assignee is not required to set aside specific assets to secure the
Periodic Payments. The Claimant has no rights against the Assignee
greater than a general creditor. None of the Periodic Payments may be
accelerated, deferred, increased or decreased and may not be
anticipated, sold, assigned or encumbered.
4. The obligation assumed by Assignee with respect to any required payment
shall be discharged upon the mailing on or before the due date of a
valid check in the amount specified to the address of record.
5. This Agreement shall be governed by and interpreted in accordance with
the laws of the State of________________________________
6. The Assignee may fund the Periodic Payments by purchasing a "qualified
funding asset" within the meaning of Section 130(d) of the Code in the
form of an annuity contract issued by the Annuity Issuer. All rights of
ownership and control of such annuity contract shall be and remain
vested in the Assignee exclusively.
7. The Assignee may have the Annuity Issuer send payments under any
"qualified funding asset" purchased hereunder directly to the payee(s)
specified in Addendum No.1. Such direction of payments shall be solely
for the Assignee's convenience and shall not provide the Claimant or
any payee with the rights of ownership or control over the "qualified
funding asset" or against the Annuity Issuer.
- --------------------------------------------------------------------------------
<PAGE>
8. Assignee's liability to make the Periodic Payments shall continue
without diminution regardless of any bankruptcy or insolvency of the
Assignor.
9. In the event the Settlement Agreement is declared terminated by a court
of law or in the event that Section 130(c) of the Code has not been
satisfied, this Agreement shall terminate. The Assignee shall then
assign ownership of any "qualified funding asset" purchased hereunder
to Assignor, and Assignee's liability for the Periodic Payments shall
terminate.
This Agreement shall be binding upon the respective representatives, heirs,
successors and assigns of the Claimant, the Assignor and the Assignee and upon
any person or entity that may assert any right herenunder or to any of the
Periodic Payments.
Assignor
------------------------------
By:
-----------------------------------
Authorized Representative
Title
---------------------------------
Assignee:
-----------------------------
By:
-----------------------------------
Authorized Representative
Title
---------------------------------
================================================================================
NSSTA National Structured Settlements Trade Association
<PAGE>
ADDENDUM NO. 1
DESCRIPTION OF PERIODIC PAYMENTS
Initials
Assignee:
---------------------------
Assignor:
---------------------------
================================================================================
<PAGE>
----------
UNIFORM QUALIFIED ASSIGNMENT AND RELEASE
"Claimant"
"Assignor"
"Assignee"
"Annuity Issuer"
"Effective Date"
This Agreement is made and entered into by and between the parties hereto as of
the Effective Date with reference to the following facts:
A. Claimant has executed a settlement agreement or release
dated_________________, 19_______ (the "Settlement Agreement") that
provides for the Assignor to make certain periodic payments to or for
the benefit of the Claimant as stated in Addendum No. 1 (the "Periodic
Payments"); and
B. The parties desire to effect a "qualified assignment" within the
meaning and subject to the conditions of Section 130(c) of the Internal
Revenue Code of 1986 (the "Code").
NOW THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the parties agree as follows:
1. The Assignor hereby assigns and the Assignee hereby assumes all of the
Assignor's liability to make the Periodic Payments. The Assignee
assumes no liability to make any payment not specified in Addendum No.1
2. The Periodic Payments constitute damages on account of personal injury
or sickness in a case involving physical injury or physical sickness
within the meaning of Sections 104(a)(2) and 130(c) of the Code.
3. The Assignee's liability to make the Periodic Payments is no greater
than that of the Assignor immediately preceding this Agreement.
Assignee is not required to set aside specific assets to secure the
Periodic Payments. The Claimant has no rights against the Assignee
greater than a general creditor. None of the Periodic Payments may be
accelerated, deferred, increased or decreased and may not be
anticipated, sold, assigned or encumbered.
4. The obligation assumed by Assignee with respect to any required payment
shall be discharged upon the mailing on or before the due date of a
valid check in the amount specified to the address of record.
5. This Agreement shall be governed by and interpreted in accordance with
the laws of the State of________________________________
6. The Assignee may fund the Periodic Payments by purchasing a "qualified
funding asset" within the meaning of Section 130(d) of the Code in the
form of an annuity contract issued by the Annuity Issuer. All rights of
ownership and control of such annuity contract shall be and remain
vested in the Assignee exclusively.
7. The Assignee may have the Annuity Issuer send payments under any
"qualified funding asset" purchased hereunder directly to the payee(s)
specified in Addendum No.1. Such direction of payments shall be solely
for the Assignee's convenience and shall not provide the Claimant or
any payee with any rights of ownership or control over the "qualified
funding asset" or against the Annuity Issuer.
- --------------------------------------------------------------------------------
<PAGE>
8. Assignee's liability to make the Periodic Payments shall continue
without diminution regardless of any bankruptcy or insolvency of the
Assignor.
9. In the event the Settlement Agreement is declared terminated by a court
of law or in the event that Section 130(c) of the Code has not been
satisfied, this Agreement shall terminate. The Assignee shall then
assign ownership of the"qualified funding asset" purchased hereunder to
Assignor, and Assignee's liability for the Periodic Payments shall
terminate.
10. This Agreement shall be binding upon the respective representatives,
heirs, successors and assigns of the Claimant, the Assignor and the
Assignee and upon any person or entity that may assert any right
herenunder or to any of the Periodic Payments.
11. The Claimant hereby accepts Assignee's assumption of all liability for
the Periodic Payments and hereby releases the Assignor from all
liability for the Periodic Payments.
Assignor
-----------------------------
By:
----------------------------------
Authorized Representative
Title
---------------------------------
Claimant:
- -------------------------------------
Approved as to Form and Content
By:
----------------------------------
Claimant's Attorney
Assignee:
----------------------------
By:
----------------------------------
Authorized Representative
Title
---------------------------------
================================================================================
NSSTA National Structured Settlements Trade Association
<PAGE>
ADDENDUM NO. 1
DESCRIPTION OF PERIODIC PAYMENTS
Initials
Claimant:
---------------------------
Assignor:
---------------------------
Assignee:
---------------------------
================================================================================
<PAGE>
MetLife (Registered)
Metropolitan Life Insurance Company
One Madison Avenue, New York, NY 10010-3690
- --------------------------------------------------------------------------------
Contractholder
- --------------------------------------------------------------------------------
Group Annuity Contract No: Issue Date:
- --------------------------------------------------------------------------------
NOTICE: ANY PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT THAT ARE BASED ON
THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT ARE VARIABLE AND SPECIFIC
DOLLAR AMOUNTS ARE NOT GUARANTEED. THE DOLLAR AMOUNTS OF SUCH PAYMENTS AND
VALUES WILL INCREASE OR DECREASE, AS SET OUT IN THE CERTIFICATE, DEPENDING
UPON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT.
In consideration of the Contractholder's payments under this Contract,
Metropolitan Life Insurance Company
(herein called "MetLife")
Agrees to make payments, and to pay annuities bought, under this Contract, in
accordance with and subject to its terms.
Therefore, the Contractholder and MetLife execute this Contract in duplicate
to take effect as of the Issue Date.
<TABLE>
<S> <C> <C>
Metropolitan Life Insurance Company
- -------------------------------------
- ------------------------------------- /s/ Louis J. Ragusa /s/ Robert H. Benmosche
Signature
Louis J. Ragusa Robert H. Benmosche
Vice-President and Secretary President and Chief Operating Officer
- -------------------------------------
Title
- ------------------------------------- -----------------------------------
Witness Registrar
- ------------------------------------- -----------------------------------
Date Date
- ------------------------------------- -----------------------------------
City and State City and State
Group Annuity Contract - Deferred and Immediate Annuities
Accumulation Value - Non-Participating
<PAGE>
CONTENTS
</TABLE>
<TABLE>
<CAPTION>
Page
<S> <C> <C>
Section 1. Definitions.............................................................2
Section 2. Annuities
2.01 Purchase of Annuities.................................................. 2
2.02 Report of Annuities.................................................... 2
2.03 Purchase Payments...................................................... 3
2.04 Purchase of Annuity.................................................... 3
2.05 Annuity Certificates................................................... 3
2.06 Death of Annuitant Before Annuity Commencement Date.................... 3
2.07 Surrender of Annuity Before Annuity Commencement Date.................. 3
2.08 Proof that Annuitant is Alive on Annuity Commencement Date............. 3
Section 3. General Provisions
3.01 Participation; Dividends............................................... 3
3.02 MetLife's Liability.................................................... 3
3.03 Misstatements.......................................................... 4
3.04 Changes by MetLife..................................................... 4
3.05 Discontinuance of Purchases............................................ 4
3.06 Communications; Payments to MetLife.................................... 4
3.07 Entire Contract........................................................ 4
3.08 Termination of Contract................................................ 5
Table I Annuity Purchase Rates................................................. 6
</TABLE>
<PAGE>
Section 1. Definitions
1.01 "Annuitant" means a person upon whose life a Certificate has
been issued under this Contract.
1.02 "Annuity" means an annuity payable under this Contract for
which a Certificate has been issued.
1.03 "Annuity Commencement Date" means the date as of which
payment of an Annuity is to commence.
1.04 "Business Day" means a day on which the Home Office of
MetLife in New York, New York is open for business.
1.05 "Certificate" means a certificate issued to the Owner of an
Annuity pursuant to Section 2.05.
1.06 "Discontinuance Date" means the date on and after which no
further Purchase Payments will be made to MetLife under this
Contract.
1.07 "Owner" means the person so reported to MetLife at the date
of purchase of the Certificate.
1.08 "Purchase Date" means the date as of which MetLife receives
the Purchase Payment for an annuity purchased under this
Contract or such other date MetLife agrees to.
1.09 "Purchase Payment" means an amount paid to MetLife to
purchase an Annuity under this Contract.
Section 2. Annuities
2.01 Purchase of Annuities
Annuities may be purchased under this Contract prior to the
Discontinuance Date.
2.02 Report of Annuities
For each Annuity purchased under this Contract the purchaser
will report the following information to MetLife:
(a) The name, sex (if relevant), date of birth, social
security number, and state of residence of the
Annuitant and the name of the beneficiary, if any.
(b) The name, address and social security number of the
Owner.
(c) The Annuity Commencement Date if relevant to the
form of annuity purchased. This must be a date
after MetLife receives the report. If MetLife
receives the report less than thirty one days
before the date reported as the Annuity
Commencement Date, MetLife will have the right to
make the Annuity Commencement Date thirty days from
the date MetLife receives the report.
(d) The form of each annuity to be purchased. Such form
will be any form which MetLife is willing to
provide.
2
<PAGE>
Section 2 - Continued
2.03 Purchase Payments
The Purchase Payment for each annuity will accompany each
report made under Section 2.02 unless MetLife agrees
otherwise, MetLife need not accept any Purchase Payment of
less than $5,000.00 for any Annuity or any Purchase Payments
that will cause the total of all Purchase Payments accepted
with respect to any Owner or Annuitant to exceed
$500,000.00. MetLife will have no liability with respect to
any Annuity until it accepts the Purchase Payment unless
MetLife agrees otherwise.
2.04 Purchase of Annuity
On the Purchase Date MetLife will determine the monthly rate
of the Annuity (if relevant) by applying the annuity
purchase rates in Table I. However, if on the Purchase Date
MetLife has in effect more favorable rates for the purchase
of annuities under contracts in the class to which this
Contract belongs, then such more favorable rates will be
applicable.
2.05 Annuity Certificates
MetLife will issue to the Owner of an Annuity purchased
under this Contract a Certificate describing the benefits
provided thereunder.
2.06 Death of Annuitant Before Annuity Commencement Date
If the Annuitant dies before the Annuity Commencement Date
MetLife will have no further liability except as may be
provided by the form of the Annuity purchased or as may be
agreed by MetLife when the Annuity is purchased.
2.07 Surrender of Annuity Before Annuity Commencement Date
No annuity will have any cash surrender value before the
Annuity Commencement Date except as may be provided by the
form of Annuity purchased or as may be agreed by MetLife
when the Annuity is purchased.
2.08 Proof that Annuitant is Alive on Annuity Commencement Date
If requested by MetLife, satisfactory proof must be
furnished to MetLife that an Annuitant was alive on the
Annuity Commencement Date or his or her death before the
Annuity Commencement Date will be conclusively presumed.
Section 3. General Provisions
3.01 Participation; Dividends
No dividends will be payable under this Contract.
3.02 MetLife's Liability
MetLife's only liability with respect to the payment of
benefits under this Contract is to make the payments
provided in the Certificates issued hereunder. The liability
to make such payments is that of MetLife and not of the
Contractholder.
3
<PAGE>
Section 3 - Continued
3.03 Misstatements
If the age or sex (if relevant) or any other relevant fact
relating to any individual is found to be misstated, MetLife
will not pay a greater amount of annuity than that provided
by the actual Purchase Payment and the correct information.
Any overpayment of annuity will, together with interest, be
deducted from future annuity payments. Any adjustment due to
an underpayment of an annuity will, together with interest,
be paid immediately upon receipt of the corrected
information. The interest rate will be that used to
determine the monthly rate of annuity.
3.04 Changes by MetLife
MetLife reserves the right to change any of the following
items one year from the Issue Date and at any time
thereafter:
(a) The annuity purchase rates in effect under this Contract
set forth in Table I.
(b) The amount of the minimum or maximum Purchase Payments.
MetLife will give the Contractholder notice of any such
change not less than 90 days before its effective date. No
such change in any of the foregoing items will be made
effective earlier than one year after the effective date of
any such previous change in that item.
No such change will affect Certificates purchased before the
effective date of such change.
3.05 Discontinuance of Purchases
MetLife has the right at any time to notify the
Contractholder that no further purchases may be made under
this Contract on or after the date specified in the notice.
That date will be at least 90 days after the date the notice
is given.
3.06 Communications; Payments to MetLife
All communications provided for in this Contract will be in
writing unless MetLife otherwise agrees in writing. For this
purpose, MetLife's address is its Home Office at One Madison
Avenue, New York, New York 10010, and the Contractholder's
address will be that which it designates to MetLife.
All payments to MetLife in accordance with this Contract are
payable to MetLife at its Home Office or such other office
or offices which MetLife may designate.
Any communication that may be made by the Contractholder may
instead be made by a party or parties designated by the
Contractholder for such purpose.
3.07 Entire Contract
This Contract is the entire contract between the parties.
Any Contractholder statements will be deemed representations
and not warranties. No agent, broker or other person, except
an authorized officer of MetLife, may make or change any
contract or certificates on behalf of MetLife. Any
amendment, modification or waiver of any provision of this
Contract will be in writing and may be made effective on
behalf of MetLife only by an authorized officer of MetLife.
3.08 Termination of Contract
This Contract will terminate upon MetLife and the
Contractholder's fulfillment of all their duties and
obligations arising under this Contract.
4
<PAGE>
Table I. Annuity Purchase Rates
Deferred Fixed Annuity - Term Certain and Life Annuity
Under this form annuity payments are payable monthly from the Annuity
Commencement Date, if the Annuitant is then living, to the date of the last
payment before the later of (i) the Annuitant's death and (ii) the expiration
of the term certain period that commences on the Annuity Commencement Date.
Annuity payments payable during the Annuitant's lifetime are payable to the
Annuitant unless the Owner directs MetLife otherwise; any annuity payments
payable after the Annuitant's death are payable to the designated beneficiary.
Integral Years Purchase Payments per $1.00 of Monthly Annuity Payment
from Purchase if the Annuity Commencement Date is the Annuitant's 65
to Commencement Birthday and if the Term Certain Period is:
<TABLE>
<CAPTION>
5 Years 10 Years 20 Years
--------------------------------------------
<S> <C> <C> <C> <C>
15 $102.36 $105.83 $120.60
10 119.98 124.34 142.57
5 140.53 145.99 168.48
Edition B
(Unisex)
</TABLE>
On request MetLife will furnish Purchase Payments for other forms of annuity,
for annuities that provide benefits in event of the Annuitant's death and/or
surrender values before the Annuity Commencement Date, and for ages or
durations not shown above.
5
<PAGE>
MetLife Logo (Registered)
Metropolitan Life Insurance Company
One Madison Avenue, New York, NY 10010-3690
INCOME PAYMENT CERTIFICATE
This is a legal contract between you and MetLife and contains your benefits and
rights and your beneficiary's rights in an easy to read Question and Answer
format. Please read this certificate carefully.
- --------------------------------------------------------------------------------
GROUP ANNUITY CONTRACT NO.: [0000]
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
CERTIFICATE NUMBER: [0000] ISSUE DATE: [September 15, 1999]
CERTIFICATE OWNER: [ABC Company] INITIAL PAYMENT DATE: [October 1, 2002]
ANNUITANT: [John Smith] ASSUMED INVESTMENT [5%]
RETURN (AIR):
DATE OF BIRTH [AND SEX] [May 1, 1950] BENEFICIARY: [Susan Smith]
OF ANNUITANT: [Male]
JOINT ANNUITANT: [Jane Smith] SEPARATE ACCOUNT [1.25%]
CHARGE:
DATE OF BIRTH [AND SEX] [March 3, 1948] [TYPE OF ANNUITY: See the specifications page]
OF JOINT ANNUITANT: [Female]
</TABLE>
- --------------------------------------------------------------------------------
This certificate is not eligible for dividends.
There is no cash surrender benefit. To determine if there is any death benefit
payable, see the specifications page.
ALL VALUES PROVIDED BY THIS CERTIFICATE WHICH ARE BASED ON THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO
AMOUNT. THE INVESTMENT PERFORMANCE REFLECTS THE UPWARD OR DOWNWARD PERFORMANCE
OF THE ASSETS IN THE UNDERLYING PORTFOLIOS ADJUSTED FOR ANY DIVIDEND OR CAPITAL
GAIN DISTRIBUTION PAID BY THE PORTFOLIO AND DEDUCTIONS FOR CHARGES AND EXPENSES.
AVAILABLE SEPARATE ACCOUNT INVESTMENT DIVISIONS AS OF THE ISSUE DATE ARE: [STATE
STREET RESEARCH GROWTH, METLIFE STOCK INDEX, LEHMAN BROTHERS AGGREGATE BOND
INDEX, STATE STREET RESEARCH DIVERSIFIED, HARRIS OAKMARK LARGE CAP VALUE AND T.
ROWE PRICE LARGE CAP GROWTH DIVISIONS]. A DESCRIPTION OF EACH OF THESE DIVISIONS
IS INCLUDED IN THE PROSPECTUS.
/s/ LOUIS J. RAGUSA /s/ ROBERT H. BENMOSCHE
- ---------------------------- -------------------------------------
Louis J. Ragusa Robert H. Benmosche
Vice President and Secretary Chairman of the Board
President and Chief Executive Officer
Cover Page
<PAGE>
SPECIFICATIONS PAGE
Payment of Annuity: MetLife will make payments under this certificate as
follows:
On and after the initial payment date, we will pay the following amounts to the
person(s) named by you.
[We will pay a fixed income of $X, monthly. In addition we will pay [schedule].
The amount of these payments is guaranteed by us regardless of investment
performance.]
We will [also] pay a variable income, the amount of which is not guaranteed but
will go up or down based on investment performance.
If the initial payment date is within [10] days of the issue date, the initial
amount[s] shown below will be a first payment, and later payments will be
calculated using the number of annuity units shown below as described in [items
6 and 7] to reflect net investment performance. If the initial payment date is
more than [10] days after the issue date the initial amount[s] shown below [is]
[are] only an indication of what we would pay if actual net investment results
are exactly equal to the assumed investment return (AIR) and our first payment
will be calculated based on actual net investment results as of [10] days before
the payment due date.
Investment performance is determined separately for each investment division
that you have allocated money to, so each one is listed.
================================================================================
NUMBER OF
INVESTMENT DIVISIONS INITIAL AMOUNT[S] ANNUITY UNITS
- --------------------------------------------------------------------------------
[MetLife Stock Index] [$ 99.63] [ 9.19634]
[State Street Research Growth] [$100.83] [10.45732]
================================================================================
If the annuitant[s] [dies] [die] we will [only pay a death benefit as described
below.]
[If [the annuitant] [all annuitants] die[s] before [the 10th anniversary of the
initial payment date] we will continue payments to the beneficiary named by you
until that date.]
[If benefits are not guaranteed for a certain period of time, we will make no
payments after the annuitant [all annuitants] die[s].]
You may not cash in all or any part of this certificate for a cash value.
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1. What do the basic terms used in this certificate mean?
"Annuitant" is the person or persons during whose lifetime an income
will be payable. If more than one annuitant is named and an annuitant
dies we will continue to make payments during the life of the surviving
annuitant(s), but possibly in a reduced amount (see specifications
page).
"Annuity Unit" is a unit of measurement used to determine the amount of
each variable income payment. The value of an annuity unit will vary
based on the investment experience of the investment division(s)
chosen.
"Assumed Investment Return" (AIR) is the hypothetical return used as a
benchmark to calculate variable income payments. As described in item
[5], payments will increase if the actual net investment return is
greater than the AIR and will decrease if it is less.
"Beneficiary" is the person or persons you name to whom any death
benefit is payable. You may name a contingent beneficiary to become the
beneficiary if all the beneficiaries die while the annuitant(s) is
(are) alive. If no beneficiary or contingent beneficiary is named, or
if none is alive when the annuitant(s) die(s) we will pay the estate of
the last annuitant to die. If more than one beneficiary is alive when
the annuitant(s) die(s), we will pay them in equal shares unless you
have chosen otherwise.
"Designated Office" is the administrative office for this certificate.
It is now [Product Development & Management, Metropolitan Life
Insurance Company, 200 Park Avenue, New York, NY 10166-0188]. If we
change it, we will tell you.
"Fund" refers to [Metropolitan Series Fund, Inc. The Metropolitan
Series Fund is divided into portfolios each of which has its own
investment objectives.]
"Investment Divisions" are part of the separate account as described in
item [4]. The cover page shows the available divisions on the issue
date.
"Net Investment Return" is the investment experience of an underlying
investment portfolio reduced by any separate account charges as
described in item [5].
"We," "Us," "Our" and "MetLife" refer to Metropolitan Life Insurance
Company.
"You" and "Your" refer to the certificate owner named on the cover
page. This is the person who has all the rights under this certificate.
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[2.] How is the purchase payment allocated under the certificate?
[You have chosen how the purchase payment (after deduction of any state
premium tax and a $350 administrative fee) is allocated between the
fixed income option and the variable income option.] You have [also]
chosen how much of the variable income is based on each of the
investment divisions of the separate account. These allocations cannot
be changed and no transfer can be made between one option or division
and another.
[3.] [What is the fixed income option and how was the fixed income payment
(if any) calculated?
The fixed income option pays guaranteed amounts. It is calculated by
applying MetLife's fixed annuity purchase rates in effect on the issue
date to the amount of the purchase payment (after any applicable
deductions) allocated to the fixed income option.]
[4.] What is the separate account and how does it operate?
It is our Separate Account E, an investment account we maintain
separate from our other assets.
We own the assets in the separate account. The separate account will
not be charged with liabilities that arise from any other business that
we conduct. We will add amounts to the separate account from other
contracts of ours.
The separate account is divided into investment divisions, each of
which buys shares in a corresponding portfolio of the fund. Thus, the
separate account does not invest directly in stocks, bonds, etc., but
leaves such investments to the fund to make. The shares of the fund are
also bought by other separate accounts of ours, our affiliates, and
other insurance companies. Thus, the investment experience of each
division will generally be the same as that of the corresponding
portfolio, reduced by charges under this certificate for services and
benefits we provide.
We keep track of each investment division of the separate account
separately using annuity units. An annuity unit is the measuring unit
used in calculating the amount of income payments. The number of
annuity units for each investment division is fixed and was determined
by dividing the initial amount(s) shown on the specifications page by
the annuity unit value as of the issue date. The value of an annuity
unit at the end of any valuation period is equal to the experience
factor for the current valuation period for the applicable division
(which reflects a separate account charge not to exceed [.000034035 per
day (an effective annual rate of 1.25%]) multiplied by the daily
equivalent factor of the AIR times the value of the annuity unit for
the immediately preceding valuation period.
A valuation period is the period between one calculation of an annuity
unit value and the next calculation. Normally, we calculate annuity
units once each day the New York Stock Exchange is open for trading,
but we can delay this determination if the New York Stock Exchange is
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closed for trading or if the Securities and Exchange Commission has
determined that an emergency exists making valuation of assets in the
separate account not reasonably practicable. We may change when we
calculate the annuity unit value by giving you 30 days notice, to the
extent permitted by law.
We may make certain changes to the separate account if we think they
would best serve the interests of participants in or owners of
contracts that participate in Separate Account E or would be
appropriate in carrying out the purposes of such contracts. Any changes
will be made only to the extent and in the manner permitted by
applicable laws. Also, when required by law, we will obtain your
approval of the changes and approval from any appropriate regulatory
authority.
Examples of the changes to the separate account that we may make
include:
o To transfer any assets in an investment division to another
investment division, or to one or more other separate
accounts, or to our general account; or to add, combine, or
remove investment divisions in the separate account.
o To substitute, for the fund shares held in any investment
division, the shares of another class of the Metropolitan
Series Fund, Inc. or the shares of any other investment
permitted by law.
If any changes result in material change in the underlying investments
of an investment division to which an amount is allocated under this
certificate, we will notify you of the change. You may then make a new
choice of investment divisions.
[5.] How is the variable income payment calculated?
[In a manner similar to the fixed income option, using] purchase rates
based on the AIR to compute the dollar amounts shown on the
specifications page. The dollar amounts specified are converted into
annuity units (as described in item [4]) and all subsequent payments
are determined using these annuity units. Variable income payments will
vary up or down based on investment experience.
Income payments will increase if the net investment return since the
last payment is greater than the AIR on an annualized basis. Income
payments will decrease if the net investment return is less than the
AIR on an annualized basis. Therefore, the dollar amount of variable
income payments after the first will vary with the amount by which the
net investment return is greater or less than [5%] per annum. For
example, if a division has a cumulative net investment return of [6%]
over a one year period, the first variable income payment in the next
year will be approximately [1%] greater than the payment on the same
date in the preceding year. If such net investment return is [4%] over
a one-year period, the first variable income payment in the next year
will be approximately [1%] less than the payment on the same date in
the preceding year. In either case subsequent payments will continue to
vary with the investment experience of that division.
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[6.] When are variable income payment amounts determined and how often will
they change?
Each variable income payment amount after the first will be determined
as of the [10th] day prior to the payment due date. Any such payment
may vary from the prior one. Payments other than the first are
determined by multiplying the number of annuity units provided on the
specifications page by the annuity unit value of the investment
division on the 10th day prior to the payment due date. The first
payment will be the initial amount(s) stated on the specifications page
if the payment is due within 10 days of the issue date. Otherwise, the
first payment will be determined as described above for all other
payments.
[7.] Can transfers be made within this certificate?
No. Transfers to or from investment divisions [or the fixed income
option] are not permitted within this certificate.
[8.] Is there a cash surrender value under this certificate?
No. This certificate may not be surrendered at any time. Annuity
payments payable under this certificate cannot be accelerated and paid
before a payment due date (i.e., annuity payments are not commutable).
[9.] What if the annuitant's age [or sex] on the issue date is not correct
as shown on the cover page?
If the annuitant's age [or sex] on the issue date is not correct as
shown on the cover page, we will adjust the benefits under this
certificate. The adjusted benefits will be those which the purchase
payment would have bought at the correct age [and sex]. If we have made
an overpayment or underpayment because of a misstatement, the amount of
overpayment or underpayment, with interest at [6%], will be, as
appropriate, deducted from or added to the payment or payments made
after the adjustment.
[10.] What is the death benefit if the annuitant(s) dies?
See the specifications page for whether there is a death benefit and if
so what it is. Proof of death and a properly written claim form must be
received by us.
[11.] What are your rights under this certificate?
You own the annuity described in this certificate. You have the right
at any time to name or change the payee, including the beneficiary, to
whom benefits are payable under the annuity.
No change in payee will be effective until written notice of the change
is received by us. However, any change in a beneficiary designation
will take effect as of the date the request was signed but without
prejudice to us on account of any payment made by us before receipt
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of the request or so soon thereafter that payment could not reasonably
be stopped. When contacting us you should mention the group annuity
contract number and the certificate number and name of the annuitant on
the cover page.
[12.] Can this certificate and the payment provided under it be assigned,
transferred or used as collateral for a loan
No. This certificate and the payments provided under it are
nonassignable and will be exempt from the claims of creditors to the
maximum extent permitted by law.
[13.] What information may we ask for after the issue date of this
certificate?
We may require proof that the annuitant(s) is(are) alive on the due
date of a payment. If we have made a request, we may make no further
payments until proof is received. [If the annuitant(s) is(are) not then
living, we will require proof of the authority of any person who makes
a claim to receive any amount payable on the annuitant's death.]
[14.] Does this certificate contain all the provisions affecting it?
Yes. This certificate and any riders and endorsements included in it
make up the entire contract with us. We will never contest the validity
of this certificate. Changes in its provisions may only be made in
writing by our President, Secretary or a Vice-President. No provision
may be waived or changed by any of our other employees, representatives
or agents.
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Index
Topic Question & Answer Page
[Allocation of Purchase Payment 2 1
Assignment 12 5
Cash Surrender Value 8 4
Death of the Annuitant 10 4
Definitions 1 1
Entire Contract and Authority 14 5
Fixed Income Option 3 2
Information We May Ask For 13 5
Misstatement of Age [or Sex] 9 4
Owner's Rights 11 4
Separate Account 4 2
Transfers 7 4
Variable Income Payment 5, 6 3, 4]
Please notify us promptly of any changes of address, beneficiary, etc. We will
write to you at your last known address. When you write to us, please mention
the group annuity contract number, the certificate number and the name of the
annuitant on the cover page.
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EXHIBIT A
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Statement of Variables for Structured Settlement Certificate Form G.4333-20
---------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Question # Variable Wording
- --------------------------------------------------------------------------------
The names, dates, time periods, dollar
amounts and percentages throughout will vary
Entire certificate to accommodate the specific facts of each
certificate issued.
Brackets around a question number indicate
that its order may change if other questions
are omitted.
The fixed income provisions are bracketed so
that they may be deleted from the certificate
if the structured settlement agreement
provides for only variable payments. All
other bracketed areas will vary to conform to
the particular terms of the settlement
agreement.
- --------------------------------------------------------------------------------
