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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 13, 2005
METLIFE, INC.
(Exact name of registrant as specified in charter)
DELAWARE 1-15787 13-4075851
(State or other jurisdiction of (Commission file number) (IRS Employer
incorporation) Identification No.)
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200 PARK AVENUE
NEW YORK, NEW YORK 10166-0188
(Address of principal executive offices) (Zip Code)
(212) 578-2211
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 8.01. OTHER EVENTS
On January 31, 2005, MetLife, Inc. ("MetLife") announced that it plans to
acquire Travelers Insurance Company, excluding certain assets, most
significantly, Primerica, from Citigroup Inc., and substantially all Citigroup's
international insurance businesses ("Citigroup Life Insurance and Annuities").
For additional information concerning the proposed acquisition transaction, see
MetLife's Form 8-K filed on January 31, 2005 and its Form 8-K filed on February
4, 2005.
The unaudited pro forma condensed consolidated financial information filed
herewith as Exhibit 99.1, and incorporated herein by reference, gives effect to
the proposed acquisition transaction as if it had occurred as of January 1, 2004
for purposes of the unaudited pro forma condensed consolidated statement of
income and on December 31, 2004 for purposes of the unaudited pro forma
condensed consolidated balance sheet.
The combined balance sheet of Citigroup Life Insurance and Annuities Assets
to be Acquired and Liabilities to be Assumed as of December 31, 2004, and the
related combined statements of income, shareholder's equity and cash flows for
the year then ended, included in Exhibit 99.2, and incorporated herein by
reference, have been furnished to MetLife by Citigroup Inc.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
23.1 Consent of KPMG LLP.
99.1 MetLife, Inc.'s unaudited pro forma condensed consolidated balance
sheet as of December 31, 2004 and unaudited pro forma condensed
consolidated statement of income for the year ended December 31, 2004.
99.2 Combined balance sheet of Citigroup Life Insurance and Annuities
Assets to be Acquired and Liabilities to be Assumed as of December 31,
2004 and the related combined statements of income, shareholder's
equity and cash flows for the year ended December 31, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
METLIFE, INC.
By: /s/ Gwenn L. Carr
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Name: Gwenn L. Carr
Title: Senior Vice-President and
Secretary
Date: May 13, 2005
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EXHIBIT INDEX
23.1 Consent of KPMG LLP.
99.1 MetLife, Inc.'s unaudited pro forma condensed consolidated
balance sheet as of December 31, 2004 and unaudited pro
forma condensed consolidated statement of income for the
year ended December 31, 2004.
99.2 Combined balance sheet of Citigroup Life Insurance and
Annuities Assets to be Acquired and Liabilities to be
Assumed as of December 31, 2004 and the related combined
statements of income, shareholder's equity and cash flows
for the year ended December 31, 2004.
3