UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.____4___)*
Republic Resources Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
76074P-10-5
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(CUSIP Number)
DECEMBER 31, 2005
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(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 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 ("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).
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MetLife, Inc. IRS NO. 13-4075851
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION a Delaware Corporation
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NUMBER OF (5) SOLE VOTING POWER 0
SHARES
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BENEFICIALLY (6) SHARED VOTING POWER 995,893*
OWNED BY
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EACH (7) SOLE DISPOSITIVE POWER 0
REPORTING
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PERSON (8) SHARED DISPOSITIVE POWER 995,893*
WITH:
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 995,893*
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(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.18%
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(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC
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*All shares were acquired for the benefit of separate account customers of the
Reporting Person by State Street Research & Management Company, Inc.("SSR&M").
On January 31, 2005, Metropolitan Life Insurance Company ("MLIC") sold SSRM
Holdings, Inc. ("SSRM"), the parent company of SSR&M to BlackRock Financial
Management, Inc. ("BlackRock"), an Investment Adviser registered under section
203 of the Investment Advisers Act. Pursuant to an Investment Management
Agreement between BlackRock and MLIC, BlackRock acts as Manager for certain
separate accounts of MLIC, including the separate account which holds the
securities which are the subject of this filing and manages the assets of the
separate account pursuant to guidelines provided by MLIC.
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Metropolitan Life Insurance Company IRS NO. 13-5581829
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
A New York stock life insurance company
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NUMBER OF (5) SOLE VOTING POWER 0
SHARES
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BENEFICIALLY (6) SHARED VOTING POWER 995,893*
OWNED BY
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EACH (7) SOLE DISPOSITIVE POWER 0
REPORTING
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PERSON (8) SHARED DISPOSITIVE POWER 995,893*
WITH:
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 995,893*
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(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.18%
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(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IC
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*All shares were acquired for the benefit of separate account customers of the
Reporting Person by State Street Research & Management Company, Inc.("SSR&M").
On January 31, 2005, Metropolitan Life Insurance Company ("MLIC") sold SSRM
Holdings, Inc. ("SSRM"), the parent company of SSR&M to BlackRock Financial
Management, Inc. ("BlackRock"), an Investment Adviser registered under section
203 of the Investment Advisers Act. Pursuant to an Investment Management
Agreement between BlackRock and MLIC, BlackRock acts as Manager for certain
separate accounts of MLIC, including the separate account which holds the
securities which are the subject of this filing and manages the assets of the
separate account pursuant to guidelines provided by MLIC.
Item 1(a). Name of Issuer:
Republic Resources Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
743 Horizon Court, Suite 383
Grand Junction, CO 81506
Item 2(a). Name of Person Filing:
MetLife, Inc.
By: Gwenn L. Carr, Senior Vice-President and Secretary
Metropolitan Life Insurance Company
By: Nick Manna, Assistant Vice-President
Item 2(b). Address of Principal Office or, if none, Residence:
The address of the principal office:
MetLife, Inc.
200 Park Avenue
New York, NY 10166-0188
The address of the principal office:
Metropolitan Life Insurance Company
200 Park Avenue
New York, NY 10166-0188
Item 2(c). Citizenship or Place of Organization:
MetLife Inc.
A Delaware Corporation
Metropolitan Life Insurance Company
A New York Stock Life Insurance Company
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
76074P-10-5
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(n):
(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) [ ] Investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] Employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) [X] Parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] Savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] 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);
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership. (as of July 1, 2005)
(a) Amount beneficially owned: See item 9 of cover pages
(b) Percent of class: See item 11 of cover pages
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
See Items 5-8 of cover pages
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 [ ].
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 2
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 not acquired and are 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 are not held in connection
with or as a participant in any transaction having that purpose or effect.
EXHIBIT INDEX TO SCHEDULE 13G
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EXHIBIT 1 Agreement as to Joint Filing of Schedule 13G
EXHIBIT 2 Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on by the Parent's Holding Company
EXHIBIT 1
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Agreement as to Joint Filing of Schedule 13G
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 Republic Resources 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.
EXHIBIT 2
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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).
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.
In evidence thereof the undersigned hereby execute this Agreement this 14th
day of February, 2006.
Date: February 14, 2006
MetLife, Inc.
By: /s/ Gwenn L. Carr
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Name: Gwenn L. Carr
Title: Senior Vice-President and Secretary
Metropolitan Life Insurance Company
By: /s/ Nick Manna
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Name: Nick Manna
Title: Assistant Vice-President and Secretary