SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c)
and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2.
Under the Securities Exchange Act of 1934
(Amendment No. __)*
METLIFE, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
59156R108
(CUSIP Number)
November 1, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in
the remainder of this cover page shall not be deemed to be
“filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (the “Act”) or otherwise
subject to the liabilities of that section of the Act, but shall be
subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
TABLE OF CONTENTS
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Item 1(a). Name of Issuer:
MetLife, Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
200 Park Avenue
New York, NY 10166
Item 2(a). Name of Persons Filing:
This statement is being filed jointly by American International Group, Inc. and ALICO Holdings
LLC.
Item 2(b). Address of Principal Business Office or, if none, Residence:
American International Group, Inc.
180 Maiden Lane
New York, New York 10038
ALICO Holdings LLC
180 Maiden Lane
New York, New York 10038
Item 2(c). Citizenship:
American International Group, Inc. is a Delaware corporation.
ALICO Holdings LLC is a Delaware limited liability company.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share.
Item 2(e). CUSIP Number:
59156R108
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a: Not applicable.
(a) o Broker or dealer registered under Section 15 of the Exchange Act.
(b) o Bank as defined in section 3(a)(6) of the Exchange Act.
(c) o Insurance company as defined in section 3(a)(19) of the Exchange Act.
(d) o Investment company registered under section 8 of the Investment Company Act of 1940.
(e) o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g) o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i) o A church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940.
(j) o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
ALICO Holdings LLC owns and has power to vote and dispose of 78,239,712 shares of
Common Stock of MetLife, Inc., or 7.9% of the 985,254,724 shares of Common Stock
that, based upon the Form 10-Q for the quarterly period ended September 30, 2010
filed with the Securities and Exchange Commission by MetLife, Inc., were outstanding
on November 1, 2010. American International Group, Inc. has sole voting power to
elect the managers of ALICO Holdings LLC, and accordingly has shared power to vote
and dispose of any securities owned by ALICO Holdings LLC.
ALICO Holdings LLC also owns 6,857,000 shares of Series B Contingent Convertible
Junior Participating Non-Cumulative Perpetual Preferred Stock of MetLife, Inc. which
will automatically be converted into 68,570,000 shares of Common Stock of MetLife,
Inc. on the third business day immediately after MetLife, Inc. receives all
approvals of its stockholders necessary, pursuant to Section 312.03 of the New York
Stock Exchange Listed Company Manual, to approve such conversion. MetLife, Inc. has
agreed to hold a stockholders’ meeting by November 1, 2011 to vote on such approval.
If such approval is obtained, ALICO Holdings LLC will own, together with the
78,239,712 shares it already owns, a total of 146,809,712 shares of Common Stock of
MetLife, Inc., or 13.9% of the 1,053,552,720 shares that will then be outstanding,
assuming no other shares are issued before such time.
The shares of Common Stock owned by ALICO Holdings LLC do not include shares of
Common Stock that ALICO Holdings LLC is required to purchase pursuant to 40,000,000
Common Equity Units of MetLife, Inc. owned by ALICO Holdings LLC on three dates that
are currently expected to be October 10, 2012, September 11, 2013 and October 7,
2014, but may be postponed under certain circumstances. The number of shares of
Common Stock to be purchased pursuant to the Common Equity Units can vary from a
minimum of 67,764,000 to a maximum of 84,696,000 shares of Common Stock, in the
aggregate, depending on the market price of the Common Stock at the dates of
purchase. Alternatively, ALICO Holdings LLC has the right to purchase 67,764,000
shares of Common Stock before October 10, 2012, provided that it has given MetLife,
Inc. at least sixty-one days’ prior notice that it may exercise such right.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following o.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Pursuant to the terms of an Agreement in Principle, dated September 30, 2010 (the Recapitalization
Agreement in Principle), among American International Group, Inc. (AIG), the United States
Department of the Treasury (the Department of the Treasury), the Federal Reserve Bank of New York
(FRBNY) and the AIG Credit Facility Trust, and the FRBNY credit facility provided by the FRBNY
under the Credit Agreement, dated as of September 22, 2008 (as amended, the FRBNY Credit
Agreement), between AIG and the FRBNY, net cash proceeds from the sale of the securities covered by
this Statement on Schedule 13G are expected to be used to repay amounts owing under the FRBNY
Credit Agreement and otherwise to be paid to the holder of the
preferred interests in ALICO Holdings LLC (currently the FRBNY; and, if the transactions contemplated by the
Recapitalization Agreement in Principle are completed, the Department
of the Treasury) to reduce the aggregate outstanding
liquidation preference of those preferred interests.
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Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company. |
Not applicable