SCHEDULE 13D
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| CUSIP No. 59156R108 |
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Page 3 of 9 Pages |
Items 4 and 5 are amended and restated as set forth below:
ITEM 4. PURPOSE OF TRANSACTION.
The
Board of Directors (the “Board”) is reporting beneficial ownership of 112,294,326 shares of Common Stock (the “Shares”) held by the MetLife Policyholder Trust (the “Trust”) under the Plan of Reorganization, dated
September 28, 1999, as amended (the “Plan”), of Metropolitan Life Insurance Company (“MetLife”).
On April 7, 2000,
494,466,664 Shares were issued to the Trust pursuant to Section 5.2(d) of the Plan, a copy of which is attached as an exhibit to this statement. No consideration has been separately provided therefor by any member of the Board, except for Shares
allocated to such member pursuant to the Plan. Since April 7, 2000, transactions by Beneficiaries (i) under the Purchase and Sale Program provided for by the Trust Agreement (as defined below), (ii) pursuant to the Issuer’s split-off of
Reinsurance Group of America, Incorporated, in September 2008, and (iii) to withdraw Shares from the Trust, as well as escheatment of unclaimed Shares, have resulted in a decrease in the number of Shares held by the Trust from 494,466,664
to
112,294,326 (as adjusted to reflect refinements in the calculation of the number of Shares issued to the Trust under the Plan).
Under the
Plan and the MetLife Policyholder Trust Agreement, dated as of November 3, 1999 (as amended, the “Trust Agreement”), by and among MetLife, the Issuer, Wilmington Trust Company (the “Trustee”) and ChaseMellon Shareholder Services,
L.L.C., as custodian (now known as Computershare Inc., the “Custodian”), a copy of which is attached as an exhibit to this statement, certain eligible policyholders of MetLife (“Trust Eligible Policyholders”) have been allocated
a number of interests in the Trust (“Trust Interests”) equal to the number of shares of Common Stock allocated to the Trust Eligible Policyholders in accordance with the Plan. The assets of the Trust principally are the Shares issued to
the Trust for the benefit of the Trust Eligible Policyholders and permitted transferees (collectively, the “Beneficiaries”). The Shares are held in the name of the Trustee, on behalf of the Trust, which has legal title over the Shares. The
Beneficiaries do not have legal title to any part of the assets of the Trust. The Trust Interests represent undivided fractional interests in the Shares and other assets of the Trust beneficially owned by a Trust Beneficiary through the Custodian.
The Trust Agreement provides the Trustee with directions as to the manner in which to vote, assent or consent the Shares at all times
during the term of the Trust. On all matters brought for a vote before the stockholders of the Issuer, with the exception of a Beneficiary Consent Matter (as defined below), the Trustee will vote in accordance with the recommendation given by the
Board of the Issuer to its stockholders or, if no such recommendation is given, as directed by the Board. On all Beneficiary Consent Matters, the Trustee will vote all of the Shares in favor of, in opposition to or abstain from the matter in the
same ratio as the Trust Interests of the Beneficiaries that returned voting instructions to the Trustee indicated preferences for voting in favor of, in opposition to or abstaining from such matter. The Trust Agreement also contains provisions
allowing Beneficiaries to instruct the Custodian to withdraw their allocated Trust Shares to participate in any tender or exchange offer for the Common Stock and to make any cash or share election, or perfect any dissenter’s rights, in
connection with a merger of the Issuer.