Registration Statement for a Separate Account (Unit Investment Trust) — Form N-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: N-4 Metlife Investment Portfolio Architect/Sm/ 530 3.09M
2: EX-99.1(II) Mli Usa Board Resolutions and Plan of Merger 9 33K
3: EX-99.1(III) Micc Board Resolutions 2 13K
18: EX-99.10 Consent of Independent Registered Public 1 10K
Accounting Firm (Deloitte & Touche LLP)
19: EX-99.13 Powers of Attorney 15 71K
4: EX-99.3(I)(B) Amendment to Distribution and Principal 2 13K
Underwriting Agreement
5: EX-99.4(XVI) Merger Endorsement 1 11K
6: EX-99.5 Form of Variable Annuity Application 6 37K
7: EX-99.6(I) Copy of Certificate of Incorporation and Amendment 5 21K
8: EX-99.6(II) Copy of By-Laws of the Company 15 53K
10: EX-99.8 (III)(C) Amendment to Participation Agreement With 5 20K
American Funds Insurance Series
11: EX-99.8 (IV) Amendment to Participation Agreement With 20 90K
Blackrock Variable Series Funds, Inc.
16: EX-99.8 (IX) Amendment to Participation Agreement With Van 27 93K
Eck Vip Trust
12: EX-99.8 (V) Amendment to Participation Agreement With Ivy 30 102K
Funds Var Insurance Portfolios
13: EX-99.8 (VI)(C) Amendment to Participation Agreement With 7 30K
Legg Mason Partners Var Equity Trust
14: EX-99.8 (VII)(B) Amendment to Participation Agreement With 3 15K
Pimco Variable Insurance Trust
15: EX-99.8 (VIII)(B) Amendment to Participation Agreement With 5 21K
the Universal Institutional Funds Inc.
9: EX-99.8(I)(D) Amendment to Participation Agreement With Met 4 17K
Investors Series Trust
17: EX-99.9 Opinion of Counsel 2 13K
EX-99.1(II) — Mli Usa Board Resolutions and Plan of Merger
Exhibit Table of Contents
METLIFE INVESTORS USA INSURANCE COMPANY
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SECRETARY'S CERTIFICATE
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I, Tyla L. Reynolds, Vice President and Secretary of MetLife Investors USA
Insurance Company, a Delaware company (the "Company"), do hereby certify that
the following is a true and correct copy of resolutions duly adopted by the
Board of Directors of the Company on August 13, 2014, and that such resolutions
have not been amended, modified or rescinded and remain in full force and effect
as of the date hereof.
WHEREAS, on November 14, 2014 MetLife Insurance Company of Connecticut, a
Connecticut domiciled stock insurance company ("MICC"), will convert to a
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Delaware domiciled stock insurance company and change its name to MetLife
Insurance Company USA ("MetLife USA");
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WHEREAS, following the redomestication and name change, MetLife Investors
USA Insurance Company (the "Company") plans to merge with and into MetLife
USA on November 14, 2014 (the "Merger");
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WHEREAS, the Board, after due evaluation and consideration has determined
it to be advisable and in the best interest of the Company and its
stockholders for the Company to consummate the Merger;
WHEREAS, MICC and MetLife Life and Annuity Company of Connecticut (which
merged into the Company) assigned to the Company their respective
obligations with respect to assignments, within the meaning of Section 130
of the Internal Revenue Code of 1986, as amended, in connection with
claimants' structured settlement agreements (the "Qualified Assignments";
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the obligations with respect to the Qualified Assignments are the
"Qualified Assignment Obligations") and the corresponding annuities used to
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fund the Qualified Assignment Obligations; and
WHEREAS, on November 13, 2014, in contemplation of the Merger, the Company
plans to transfer to MetLife USA Assignment Company, a new qualified
assignment company, the Qualified Assignment Obligations and the
corresponding funding annuities (the "Qualified Assignment Transfer") to
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maintain the favorable tax treatment of the Qualified Assignment
Obligations and associated annuities.
NOW, THEREFORE, BE IT:
QUALIFIED ASSIGNMENT TRANSFER
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RESOLVED, that, subject to any required regulatory approvals, the Qualified
Assignment Transfer Agreement between the Company and MetLife USA
Assignment Company, a Connecticut corporation, in the form attached hereto
as EXHIBIT A (the "Transfer Agreement"), the terms and provisions therein
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and the transactions contemplated thereby (including the Company's payment
of a customary assignment company fee of $750 per transferred obligation)
are hereby authorized, adopted and approved in all respects and that each
of the officers of the Company be, and hereby is, authorized, empowered and
directed to execute and deliver, in the name and on behalf of the Company,
the Transfer Agreement.
MERGER WITH METLIFE USA
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RESOLVED, FURTHER, that, subject to any required regulatory approvals, the
Agreement and Plan of Merger between the Company and MetLife USA, in the
form attached hereto as EXHIBIT B (the "Merger Agreement"), and the
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transactions contemplated thereby (including the merger of the Company with
and into MetLife USA and the resulting cancellation of the common stock and
preferred stock of the Company) are hereby determined to be advisable and
in the best interests of the Company and its stockholder;
RESOLVED, FURTHER, that the form, terms and provisions of the Merger
Agreement, and the transactions contemplated thereby, be, and the same
hereby are, authorized, adopted and approved in all respects, and each of
the officers of the Company be, and hereby is, authorized, empowered and
directed to execute and deliver, in the name and on behalf of the Company,
the Merger Agreement;
RESOLVED, FURTHER, that the Board of Directors submit the Merger Agreement
to the stockholder of the Company for approval and adoption or disapproval
and recommends that the stockholder of the Company adopt the Merger
Agreement; and,
RESOLVED, FURTHER, that subject to the adoption of the Merger Agreement by
the stockholder of the Company and the other terms and conditions thereof,
that the officers of the Company be, and each of them hereby is, authorized
and directed, in the name and on behalf of the Company, to prepare and file
all such applications and any and all certificates, documents, letters and
other instruments, as may be necessary or desirable to be taken by the
Company to effect the consummation of the Merger and other transactions
contemplated by the Merger Agreement, including the filing of a Certificate
of Merger, in substantially the form attached hereto as EXHIBIT C, in the
office of the Delaware Secretary of State, pursuant to and in accordance
with the provisions of Section 251 of the DGCL, and the filing of other
appropriate
documents with the relevant authorities of other states in which the
Company is qualified to do business.
GENERAL AUTHORIZATION
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RESOLVED, FURTHER, that any officer of the Company, acting singly be, and
each of them hereby is, authorized, empowered and directed, in the name and
on behalf of the Company, to take or cause to be taken any and all such
further actions, to do and perform, or cause to be done and performed, all
such acts, deeds and things to make, prepare, execute and deliver or cause
to be made, prepared, executed and delivered all such other documents,
undertakings, certificates, instruments, schedules, reports and agreements,
to make such filings, to incur and pay all such fees and expenses and to
engage in such acts as they shall in their judgment determine to be
necessary, advisable or appropriate to carry out fully the Qualified
Assignment Transfer, the Merger, and any other actions contemplated by the
same or by the foregoing resolutions, and the intent and purposes of the
foregoing resolutions, the taking of such actions to be conclusive evidence
of such determination, and the execution by any such officer of the Company
of any such documents, certificates, instruments, schedules, reports or
agreements or the payment of any such fees and expenses or the doing by
them of any act in connection with the foregoing resolutions shall be
conclusive evidence of their authority therefore and for the approval of
the documents, undertakings, certificates, instruments, schedules, reports
and agreements so executed, the expenses so paid, the filings so made and
the actions so taken.
IN WITNESS WHEREOF, I have hereunto set my hand by and on behalf of the Company
this 13th day of August, 2014.
/s/ Tyla L. Reynolds
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Tyla L. Reynolds
Vice President and Secretary
EXHIBIT B
AGREEMENT AND PLAN OF MERGER
BETWEEN
METLIFE INVESTORS USA INSURANCE COMPANY
(A DELAWARE INSURANCE COMPANY),
AND
METLIFE INSURANCE COMPANY USA
(A DELAWARE INSURANCE COMPANY)
This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and
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entered into as of November 14, 2014, between MetLife Investors USA Insurance
Company, a Delaware corporation ("MLIUSA"), and MetLife Insurance Company USA, a
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Delaware corporation (f/k/a MetLife Insurance Company of Connecticut)
("MICUSA").
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RECITALS
WHEREAS, MLIUSA is an insurance company duly organized and existing
under the laws of the State of Delaware;
WHEREAS, MICUSA is an insurance company duly organized and existing
under the laws of the State of Delaware; and
WHEREAS, the Board of Directors of MLIUSA and the Board of Directors
of MICUSA deem it advisable to merge MLIUSA with and into MICUSA so that MICUSA
is the surviving corporation on the terms provided herein (the "Merger").
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NOW, THEREFORE, in consideration of the mutual agreements contained
herein and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
MERGER
1.1 THE MERGER. After satisfaction or, to the extent permitted
hereunder, waiver of all conditions to the Merger, and subject to the
applicable provisions of the General Corporation Law of the State of Delaware
(the "DGCL"), MLIUSA will merge with and into MICUSA and MICUSA shall file a
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Certificate of Merger with the Secretary of State of the State of Delaware (the
"Secretary of State") in accordance with the provisions of the DGCL and shall
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make all other filings or recordings required by Delaware law in connection
with the Merger. The Merger shall become effective at [ ] p.m. (Eastern Time)
on November 14, 2014 as provided for in such Certificate of Merger (the
"Effective Time"). Upon the Effective Time, the
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separate corporate existence of MLIUSA shall cease and MICUSA shall be the
surviving corporation (the "Surviving Corporation").
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1.2 CONDITIONS TO THE MERGER. The respective obligation of each party
to effect the Merger is subject to the satisfaction or waiver (except as
provided in this Agreement) of the following conditions:
(a) This Agreement shall have been adopted by the sole
stockholder of MICUSA, in accordance with the requirements of the DGCL and the
Certificate of Incorporation and Bylaws of MICUSA; and
(b) This Agreement shall have been adopted by the sole
stockholder of MLIUSA, in accordance with the requirements of the DGCL and the
Certificate of Incorporation and Bylaws of MLIUSA.
1.3 TRANSFER, CONVEYANCE AND ASSUMPTION. At the Effective Time,
MICUSA shall continue in existence as the Surviving Corporation and, without
further transfer, succeed to and possess all rights, privileges, powers and
franchises of MLIUSA, and all of the assets and property of whatever kind and
character of MLIUSA shall vest in MICUSA, as the Surviving Corporation, without
further deed; thereafter, MICUSA, as the Surviving Corporation, shall be liable
for all of the liabilities and obligations of MLIUSA, and any claim or judgment
against MLIUSA may be enforced against MICUSA, as the Surviving Corporation, in
accordance with Section 259 of the DGCL.
1.4 CERTIFICATE OF INCORPORATION; BYLAWS.
(a) From and after the Effective Time, the Certificate of
Incorporation of MICUSA shall be the Certificate of Incorporation of the
Surviving Corporation.
(b) From and after the Effective Time, the Bylaws of MICUSA
shall be the Bylaws of the Surviving Corporation.
1.5 DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION. From and
after the Effective Time, the directors and officers of MICUSA serving as
directors or officers of MICUSA immediately prior to the Effective Time shall
be the directors and officers of the Surviving Corporation.
1.6 TAX TREATMENT. The parties intend that the Merger quality as a
tax-free liquidation of MLIUSA qualifying under Section 332 of the Internal
Revenue Code of 1986, as amended and will report it as such for federal, state
and local income tax purposes. This Agreement is intended to constitute a "plan
of liquidation" with respect to the Merger for United States federal income tax
purposes.
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ARTICLE II
CANCELLATION OF STOCK
2.1 CANCELLATION OF STOCK.
(a) Upon the Effective Time, by virtue of the Merger and without
any action on the part of the holder of any outstanding share of common stock,
par value $200.00 per share, of MLIUSA (the "MLIUSA Common Stock"), each share
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of MLIUSA Common Stock issued and outstanding immediately prior to the
Effective Time shall be canceled and no consideration shall be issued in
respect thereof.
(b) Upon the Effective Time, by virtue of the Merger and without
any action on the part of the holder of any outstanding share of preferred
stock, par value $1.00 per share, of MLIUSA (the "MLIUSA Preferred Stock"),
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each share of MLIUSA Preferred Stock issued and outstanding immediately prior
to the Effective Time shall be canceled and no consideration shall be issued in
respect thereof.
(c) Upon the Effective Time, by virtue of the Merger and without
any action on the part of the holder of any outstanding share of common stock,
par value $25,000.00 per share, of MICUSA (the "MICUSA Common Stock"), each
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share of MICUSA Common Stock issued and outstanding immediately prior to the
Effective Time shall remain unchanged and continue to remain outstanding as one
share of MICUSA Common Stock of the Surviving Corporation.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 REPRESENTATIONS AND WARRANTIES OF MLIUSA. MLIUSA hereby
represents and warrants that it:
(a) is an insurance company duly organized, validly existing and
in good standing under the laws of the State of Delaware, and has all the
requisite power and authority to own, lease and operate its properties and
assets and to carry on its business as it is now being conducted;
(b) is duly qualified to do business as a foreign person, and is
in good standing, in each jurisdiction where the character of its properties or
the nature of its activities make such qualification necessary;
(c) is not in violation of any provisions of its Certificate of
Incorporation or Bylaws; and
(d) has full corporate power and authority to execute and
deliver this Agreement and, assuming the adoption of this Agreement by the sole
stockholder of MLIUSA in
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accordance with the DGCL and the Certificate of Incorporation and Bylaws of
MLIUSA, consummate the Merger and the other transactions contemplated by this
Agreement.
3.2 REPRESENTATIONS AND WARRANTIES OF MICUSA. MICUSA hereby
represents and warrants that it:
(a) is an insurance company duly organized, validly existing and
in good standing under the laws of the State of Delaware, and has all the
requisite power and authority to own, lease and operate its properties and
assets and to carry on its business as it is now being conducted;
(b) is duly qualified to do business as a foreign person, and is
in good standing, in each jurisdiction where the character of its properties or
the nature of its activities make such qualification necessary;
(c) is not in violation of any provisions of its Certificate of
Incorporation or Bylaws; and
(d) has full corporate power and authority to execute and
deliver this Agreement and, assuming the adoption of this Agreement by the sole
stockholder of MICUSA in accordance with the DGCL and the Certificate of
Incorporation and Bylaws of MICUSA, consummate the Merger and the other
transactions contemplated by this Agreement.
ARTICLE IV
TERMINATION
4.1 TERMINATION. At any time prior to the Effective Time, this
Agreement may be terminated and the Merger abandoned for any reason whatsoever
by the Board of Directors of MLIUSA or the Board of Directors of MICUSA,
notwithstanding the adoption of this Agreement by the stockholders of MLIUSA or
MICUSA.
ARTICLE V
FURTHER ASSURANCES
5.1 FURTHER ASSURANCES AS TO MLIUSA. If, at any time after the
Effective Time, the Surviving Corporation shall consider or be advised that any
further assignment, conveyance or assurance in law or any other acts are
necessary or desirable to (i) vest, perfect or confirm in the Surviving
Corporation its right, title or interest in, to or under any of the rights,
properties or assets of MLIUSA acquired or to be acquired by the Surviving
Corporation as a result of, or in connection with, the Merger, or (ii)
otherwise carry out the purposes of this Agreement, MLIUSA and its proper
officers shall be deemed to have granted to the Surviving Corporation an
irrevocable power of attorney to execute and deliver all such proper deeds,
assignments and assurances in law and to do all acts necessary or proper to
vest, perfect or confirm title to and possession of such rights, properties or
assets in the Surviving Corporation and otherwise carry out the purposes of
this Agreement; and the officers and directors of the
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Surviving Corporation are fully authorized in the name of MLIUSA or otherwise to
take any and all such action.
ARTICLE VI
MISCELLANEOUS
6.1 AMENDMENT. At any time prior to the Effective Time, this
Agreement may be amended, modified or supplemented by the Board of Directors of
MLIUSA and the Board of Directors of MICUSA, whether before or after the
adoption of this Agreement by the stockholders of MLIUSA and MICUSA; PROVIDED,
HOWEVER, that after any such adoption, there shall not be made any amendment
that by law requires the further approval by such stockholders of MLIUSA or
MICUSA without such further approval. This Agreement may not be amended except
by an instrument in writing signed on behalf of each of MLIUSA and MICUSA.
6.2 NO WAIVERS. No failure or delay by any party hereto in exercising
any right, power or privilege hereunder shall operate as a waiver thereof nor
shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies herein provided shall be cumulative and not exclusive of
any rights or remedies provided by law.
6.3 ASSIGNMENT; THIRD PARTY BENEFICIARIES. Neither this Agreement,
nor any right, interest or obligation hereunder shall be assigned by any of the
parties hereto without the prior written consent of the other parties. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. This Agreement is not intended to
confer any rights or benefits upon any person other than the parties hereto.
6.4 GOVERNING LAW. This Agreement shall in all respects be
interpreted by, and construed, interpreted and enforced in accordance with and
pursuant to the laws of the State of Delaware.
6.5 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
6.6 ENTIRE AGREEMENT. This Agreement and the documents referred to
herein are intended by the parties as a final expression of their agreement
with respect to the subject matter hereof, and are intended as a complete and
exclusive statement of the terms and conditions of that agreement, and there
are not other agreements or understandings, written or oral, among the parties,
relating to the subject matter hereof. This Agreement supersedes all prior
agreements and understandings, written or oral, among the parties with respect
to the subject matter hereof.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, have duly executed this Agreement as of the date first written above.
METLIFE INVESTORS
USA INSURANCE COMPANY
By:
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Name:
Title:
METLIFE INSURANCE COMPANY USA
By:
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Name:
Title:
Dates Referenced Herein and Documents Incorporated by Reference
30 Subsequent Filings that Reference this Filing
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