Metropolitan Life Insurance Co/NY – ‘SC 13G/A’ on 2/11/03 re: Nexell Therapeutics Inc

On:  Tuesday, 2/11/03, at 4:44pm ET   ·   Accession #:  728618-3-8   ·   File #:  5-41947

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Amendment to Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Nexell Therapeutics 13G/A Filing                       6±    24K 

Document Table of Contents

UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
Washington, D.C.  20549                                                         

Schedule 13G                                                                    

Under the Securities Exchange Act of 1934                                       
(Amendment No. 3)*                                                              

Nexell Therapeutics, Inc.                                                       
________________________________________                                        
(Name of Issuer)                                                                

Common Stock                                                                    
________________________________________                                        
(Title of Class of Securities)                                                  

65332H203                                                                       
_________________________                                                       
(CUSIP Number)                                                                  

October 23, 2002                                                                
________________________________________                                        
(Date of Event Which Requires Filing of this Statement)                         

Check the appropriate box to designate the rule pursuant to which               
this Schedule is filed:                                                         

[X] Rule 13d-1(b)                                               

[ ] Rule 13d-1(c)                                               

[ ] Rule 13d-1(d)                                               

*  The remainder of the 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 ("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).                                                                         

1.      NAMES OF REPORTING PERSONS                                              
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).    

MetLife, Inc.                                                   
(I.R.S. NO. 13-4075851)                                         

2.      Check the Appropriate Box if a Member of a Group                        
(a)  [   ]  Not applicable                                                      
(b)  [   ]  Not applicable                                                      

3.      SEC USE ONLY                                                            

4.      CITIZENSHIP OR PLACE OF ORGANIZATION                                    
A Delaware corporation                                          

         5.      SOLE VOTING POWER
                   -0-
NUMBER OF                                                       
SHARES                  6.      SHARED VOTING POWER             
BENEFICIALLY                            -0-                     
OWNED BY EACH                                                   
REPORTING               7.      SOLE DISPOSITIVE POWER          
PERSON WITH                             -0-                     

                8.      SHARED DISPOSITIVE POWER
                   -0-
9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            
-0-             

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES                       
CERTAIN SHARES [ ]                                                    

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                         
0.0%                                            

12.     TYPE OF REPORTING PERSON                                                
HC                                                              

1.      NAMES OF REPORTING PERSONS                                              
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).    

Metropolitan Life Insurance Company                             
(I.R.S. NO. 13-5581829)                                         

2.      Check the Appropriate Box if a Member of a Group                        
(a)  [   ]  Not applicable                                                      
(b)  [   ]  Not applicable                                                      

3.      SEC USE ONLY                                                            

4.      CITIZENSHIP OR PLACE OF ORGANIZATION                                    
A New York stock life insurance company                         

         5.      SOLE VOTING POWER
                   -0-
NUMBER OF                                                       
SHARES                  6.      SHARED VOTING POWER             
BENEFICIALLY                            -0-                     
OWNED BY EACH                                                   
REPORTING               7.      SOLE DISPOSITIVE POWER          
PERSON WITH                             -0-                     

                8.      SHARED DISPOSITIVE POWER
                   -0-
9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            
-0-             

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES                       
CERTAIN SHARES [ ]                                                    

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                         
0.0%                                            

12.     TYPE OF REPORTING PERSON                                                
IC                                                              

Item 1                                                                        
(a).  Name of Issuer                                                            
Nexell Therapeutics, Inc.                                       

(b).  Address of Issuer's Principal Executive Offices:                          
9 Parker                                                        
Irvine, CA 92618                                                

Item 2                                                                          
(a).  Name of Person(s) Filing                                                  
MetLife, Inc.                                                   
By: Gwenn L. Carr, Vice-President and Secretary                 

Metropolitan Life Insurance Company                             
By: Dorothy L. Murray, Assistant Vice-President                 

(b).  Address of Principal Business Office                                      
MetLife, Inc.                                                   
One Madison Avenue                                              
New York, New York 10010-3690                                   

Metropolitan Life Insurance Company                             
One Madison Avenue                                              
New York, New York 10010-3690                                   

(c).  Citizenship                                                               
MetLife, Inc.                                                   
A Delaware corporation                                          

Metropolitan Life Insurance Company                             
A New York stock life insurance company                         

(d).  Title of Class of Securities                                              
Common Stock                                                                    

(e).  CUSIP Number                                                              
65332H203                                                       

Item 3.  If this statement is filed pursuant to sections                        
240.13d-1(b) or 240.13d-2(b) or (c), check whether            
the person filing is a:                                       
(a) [ ]   Broker or dealer registered under section 15 of             
the Act (15 U.S.C.78o);                           
(b) [ ]   Bank as defined in section 3(a)(6) of the Act (15           
U.S.C. 78c);                                      
(c) [X]   Insurance company as defined in section 3(a)(19)            
of the Act (15 U.S.C. 78c);*                      

(d) [ ]   Investment company registered under section 8 of                      
the Investment Company Act of 1940 (15 U.S.C.               
80a-8);                                                     
(e) [ ]   An investment adviser in accordance with section            
240.13d-1(b)(1)(ii)(E);                                     
(f) [ ]   An employee benefit plan or endowment fund in               
Accordance with section 240.13d-1(b)(1)(ii)(F);             

(g) [X]   A parent holding company or control person in                         
accordance with section 240.13d-1(b)(1)(ii)(G);*            
(h) [ ]   A savings association as defined in section 3(b)            
of the Federal Deposit Insurance Act (12 U.S.C.   
1813);                                            
(I) [ ]   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 (15 U.S.C.            
80a-3); or                                                  
(j) [ ]   Group, in accordance with section 240.13d-1(b)(1)           
(ii)(J).                                                    

* See Item 7                                                                    

Item     4.     Ownership:                                                      

Provide the following information regarding the aggregate number                
and percentage of the class of securities of the issuer                         
identified in Item 1.                                                           

(a)     Amount Beneficially Owned: -0-                          

(b)     Percent of Class:  0.0%                                 

(c)     Number of shares as to which such person has            

(i)     sole power to vote or to direct the     
vote:  -0-                      

(ii)    shared power to vote or to direct the   
vote:  -0-                      

(iii)sole power to dispose or to direct the     
disposition of:  -0-            

(iv)    shared power to dispose or to direct    
the disposition of:  -0-        

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  [X].                                           

Item 6. Ownership of More than Five Percent on Behalf of                        
Another Person: (NOT APPLICABLE.)                           

Item 7. Identification and Classification of the Subsidiary                     
Which Acquired the Security Being Reported on By the        
Parent Holding Company:                                     

See Exhibit A                                               

Item 8. Identification and Classification of Members of the                     
Group: (NOT APPLICABLE.)                                    

Item 9. Notice of Dissolution of Group: (NOT APPLICABLE.)                       

Item 10.        Certification:                                                  
By signing below I certify that, to the best of my knowledge and                
belief, the securities referred to above were acquired and were                 
held in the ordinary course of business and were not acquired and               
were not held for the purpose of or with the effect of changing                 
or influencing the control of the issuer of the securities and                  
were not acquired and were not held in connection with or as a                  
participant in any transaction having that purpose or effect.                   

SIGNATURE                                                                       

After reasonable inquiry and to the best of my knowledge and                    
belief, I certify that the information set forth in this                        
statement is true, complete and correct.                                        

Date:         February 11, 2003                                                 

MetLife, Inc.                                                                   

By:           /s/Gwenn L. Carr                                                  
Title: Vice-President and Secretary                               

Metropolitan Life Insurance Company                                             

By:           /s/Dorothy L. Murray                                              
Title: Assistant Vice-President                                   

Exhibit Index                                                                   
Exhibit A:      Identification and Classification of the Subsidiary             
    which Acquired the Security Being Reported on by the
Parent's Holding Company                        
Exhibit B:      Joint Filing Agreement under Rule 13d-1(k)(1)                   

Exhibit A:      Identification and Classification of the Subsidiary             
    which Acquired the Security Being Reported on by the
Parent's Holding Company                        

MetLife, Inc. is a parent holding company that is filing this                   
statement pursuant to Rule 13d-1(b)(1)(ii)(G).  On April 7, 2000,               
Metropolitan Life Insurance Company ("MLIC"), the relevant                      
subsidiary, became a wholly-owned subsidiary of MetLife, Inc.                   
MLIC is an insurance company as defined in Section 3(a)(19) of                  
the Act (15 U.S.C. 78c).                                                        

Exhibit B:      Joint Filing Agreement under Rule 13d-1(k)(1)                   

In accordance with Rule 13d-1(k)(1) of Regulation 13D-G of the                  
Securities Exchange Act of 1934, the persons or entities below                  
agree to the joint filing on behalf of each of them of the                      
Statement on Schedule 13G (including any and all amendments                     
thereto) with respect to the Common Stock of Nexell Therapeutics,               
Inc., and agree that such statement is, and any amendments                      
thereto filed by any of them will be, filed on behalf of each of                
them, and further agree that this Joint Filing Agreement be                     
included as an Exhibit to such joint filings.                                   

In evidence thereof the undersigned hereby execute this Agreement               
this 11th day of February, 2003.                                                

                                             MetLife, Inc.

                                                       By:    /s/Gwenn L. Carr
                                                       Title: Vice-President and
                                                             Secretary

                                                     Metropolitan Life Insurance
                                       Company

                                                        By: /s/Dorothy L. Murray
                                                      Title: Assistant Vice-
                                                       President

SCHEDULE 13G            CUSIP No.  65332H203                                    
SCHEDULE 13G            CUSIP No.  65332H203                                    

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G/A’ Filing		Date		Other Filings
Filed on:		2/11/03		SC 13G/A
		10/23/02		4
		4/7/00
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