As filed with the Securities and Exchange Commission on November 19, 1998.February 3, 1999.
Registration No. 333-67543
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 to
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MARSH & MCLENNAN COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
36-2668272
(I.R.S. Employer Identification No.)
---------
1166 Avenue of the Americas
New York, NY 10036-2774
(212) 345-5000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of each Registrant's Principal Executive Offices)
Gregory F. Van Gundy
General Counsel and Secretary
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, NY 10036-2774
(212) 345 -5000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copy to:
Gregory A. Fernicola
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, check the
following box. |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box: |_|
The Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------
Title of Each Class of Amount to be Proposed Maximum Proposed Amount of
Securities Registered Aggregate Maximum Registration Fee
to be Registered (1) Price Per Unit Aggregate
(1)(2) Offering
Price (1) (2)
- -------------------------------------------------------------------------------------------
Common Stock, $1.00
par value,
including Preferred
Stock
Purchase Rights
attached thereto(3)...
Preferred Stock, $1.00
par value..............
Senior Notes...........
Subordinated Notes.....
Total $2,700,000,000 $750,600
==========================================================================================
(1) Such indeterminate number of shares of Common Stock and Preferred
Stock and such indeterminate principal amount of Senior Notes and
Subordinated Notes as may from time to time be issued at indeterminate
prices.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457. The aggregate public offering price of the
securities registered hereby will not exceed $2,700,000,000.
(3) The Preferred Stock Purchase Rights initially are attached to and
trade with all the shares of Common Stock outstanding as of, and
issued subsequent to, September 29, 1997, pursuant to the terms of
the Company's Rights Agreement, dated as of September 18, 1997. Until
the occurrence of certain prescribed events, the Preferred Stock
Purchase Rights are not exercisable, are evidenced by the
certificates for the Common Stock and will be transferred only with
the Common Stock. The value attributable to such Preferred Stock
Purchase Rights, if any, is reflected in the market price of the
Common Stock.
Prospectus
$2,700,000,000
MARSHMarsh & MCLENNAN COMPANIES, INC.McLennan Companies, Inc.
Common Stock, Preferred Stock and Debt Securities
- -----------------------------------------------------------------------------
MARSH----------------------------------------------------------------------------
Marsh & MCLENNAN COMPANIES, INC.McLennan Companies, Inc. may sell
o common stock to the public.
o preferred stock to the public.
o debt securities to the public.
We urge you to read this prospectus and the accompanying prospectus
supplement, which will describe the specific terms of the common stock, the
preferred stock and the debt securities, carefully before you make your
investment decision.
- ---------------------------------------------------------------------------------------------------------------------------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus or the accompanying prospectus supplement is truthful or
complete. Any representation to the contrary is a criminal offense.
- ----------------------------------------------------------------------------
This prospectus may not be used to sell securities unless accompanied by a
prospectus supplement.
The date of this prospectus is NovemberFebruary , 19981999
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed
with the Securities and Exchange Commission (the "SEC")SEC using a "shelf" registration process. Under this shelf
process, we may sell any combination of the securities described in this
prospectus in one of more offerings up to a total dollar amount of
$2,700,000,000. This prospectus provides you with a general description of
the securities we may offer. Each time we sell securities, we will provide
a prospectus supplement that will contain specific information about the
terms of that offering. The prospectus supplement may also add, update or
change information contained in this prospectus. You should read both this
prospectus and any prospectus supplement together with additional
information described under the heading "Where You Can Find More
Information."
WHERE YOU CAN FIND MORE
INFORMATION
Marsh & McLennan Companies, Inc. files reports, proxy statements, and
other information with the SEC. Such reports, proxy statements, and other
information concerning Marsh & McLennan Companies, Inc. can be read and
copied at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the Public Reference Room. The SEC maintains an internet
site at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding issuers that file electronically
with the SEC, including Marsh & McLennan Companies, Inc. Marsh & McLennan
Companies, Inc.'s common stock is listed and traded on the New York Stock
Exchange, ("NYSE"), the Chicago Stock Exchange, ("CSE"), the Pacific Exchange
("PE") and the London
Stock Exchange ("LSE").Exchange. These reports, proxy statements and other information are
also available for inspection at the offices of the NYSE, 20 Broad Street,
New York, New York 10005, the offices of the CSE, 440 South LaSalle Street,
Chicago, Illinois 60605 and at the offices of the PE, 115 Sansome Street,
2nd Floor, San Francisco, California 94104.
This prospectus is part of a registration statement filed with the
SEC by Marsh & McLennan Companies, Inc. The full registration statement can
be obtained from the SEC as indicated above, or from Marsh & McLennan
Companies, Inc.
The SEC allows Marsh & McLennan Companies, Inc. to "incorporate by
reference" the information it files with the SEC. This permits Marsh &
McLennan Companies, Inc. to disclose important information to you by
referencing these filed documents. Any information referenced this way is
considered part of this prospectus, and any information filed with the SEC
subsequent to this prospectus will automatically be deemed to update and
supersede this information. Marsh & McLennan Companies, Inc. incorporates
by reference the following documents which have been filed with the SEC:
o Annual Report on Form 10-K for the year ended December 31, 1997;
o Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
June 30, 1998 and September 30, 1998;
o Current Reports on Form 8-K datedfiled August 25, 1998, and
November 12, 1998;1998
and December 23, 1998, as amended by the Current Report on Form 8-K/A
filed February 3, 1999;
o Proxy Statement on Schedule 14A filed with the SEC on March 31,
1998;
o Registration Statement on Form 8-B8- B dated May 22, 1969, as amended by
the Amendment to Application or Report on Form 8 dated February 3,
1987; and
o Registration Statement on Form 8-A dated October 10, 1997.
Marsh & McLennan Companies, Inc. incorporates by reference the
documents listed above and any future filings made with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934 (the
"Exchange Act") until Marsh & McLennan Companies, Inc. files a
post-effective amendment which indicates the termination of the offering
of the securities made by this Prospectus.
Marsh & McLennan Companies, Inc. will provide without charge upon
written or oral request, a copy of any or all of the documents which are
incorporated by reference to this prospectus, other than exhibits which are
specifically incorporated by reference into such documents. Requests should
be directed to Investor Relations, Marsh & McLennan Companies, Inc., 1166
Avenue of the Americas, New York, New York 10036-277410036- 2774 (telephone number
(212) 345-5000).
MARSH & MCLENNAN
COMPANIES, INC.
Marsh & McLennan Companies, Inc. (the "Company"("MMC"), a professional services
organization with origins dating from 1871 in the United States, is a
holding company which, through its subsidiaries and affiliates, provides
clients with analysis, advice and transactional capabilities in the fields
of insurance and reinsurance broking, investment management and consulting.
USE OF PROCEEDS
The CompanyMMC intends to use the proceeds of any securities sold for general
corporate purposes, including working capital, acquisitions, retirement of
debt and other business opportunities.
RATIO OF EARNINGS
TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges
for the Company.
Nine Months Ended
Year Ended December 31, September 30,
----------------------- ------------------
1997(1) 1996 1995 1994 1993 1998 1997
------- ---- ---- ---- ---- ---- ----
7.3 11.8 11.3 13.4 13.2 11.7 10.5
______________
1MMC. For the year ended December 31, 1997, income before income taxes included
$297 million of special charges related to the combination
with Johnson & Higgins, London real estate and the disposal of certain
EDP assets.totaling $297 million.
Excluding those charges, the ratio of earnings to fixed charges would have
been 10.1.5.9.
Nine Months Ended
Year Ended December 31, September 30,
----------------------- -----------------
1997 1996 1995 1994 1993 1998 1997
---- ---- ---- ----- ---- ---- ----
4.4 6.0 5.8 6.3 6.0 7.1 6.2
DESCRIPTION OF SECURITIES
This prospectus contains a summary of the common stock, preferred stock
and debt securities of the Company.MMC. These summaries are not meant to be a complete
description of each security. However, this prospectus and the accompanying
prospectus supplement contain the material terms and conditions for each
security.
DESCRIPTION OF
CAPITAL STOCK
The Company'sMMC's authorized capital stock consists of 406,000,000 shares of
capital stock, 400,000,000 of such shares being common stock, par value
$1.00 per share, ("Common Stock"), and 6,000,000 shares being preferred stock, par value
$1.00 per share ("Preferred Stock").share. No shares of Preferred Stockpreferred stock were issued or outstanding as
of November 18, 1998.February 3, 1999.
Common Stock
Voting Rights. Each holder of Common Stockcommon stock is entitled to one vote for
each share held on all matters to be voted upon by the stockholders of the Company.MMC.
Dividends. The holders of outstanding shares of Common Stock,common stock, subject to any preferences that
may be applicable to any outstanding series of Preferred
Stock,preferred stock, are
entitled to receive ratably such dividends out of assets legally available
therefor at such times and in such amounts as the Board of Directors may
from time to time determine.
Liquidation and Dissolution. Upon liquidation or dissolution of the Company,MMC,
the holders of the Common Stockcommon stock will be entitled to share ratably in the
assets of the CompanyMMC legally available for distribution to stockholders after
payment of liabilities and subject to the prior rights of any holders of
any Preferred Stockpreferred stock then outstanding.
Other Rights. Holders of the Common Stock generallycommon stock have no conversion, sinking
fund, redemption, preemptive or subscription rights. In addition, the
Common Stockcommon stock does not have cumulative voting rights. Shares of the Common Stockcommon
stock are not subject to further calls or assessments by MMC.
Directors' Liability
The Certificate of Incorporation provides that a member of the Company.
Preferred StockBoard of
Directors shall not be personally liable to MMC or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability
o for any breach of the director's duty of loyalty to MMC or its
stockholders,
o for acts or omissions by the director not in good faith or which
involve intentional misconduct or a knowing violation of law,
o under section 174 of the DGCL (relating to the declaration of dividends
and purchase or redemption of shares in violation of the DGCL), or
o for transactions from which the director derived an improper personal
benefit.
The Company isCertificate of Incorporation also provides for indemnification of
directors and officers to the fullest extent authorized to issue 6,000,000 sharesby Delaware law.
Transfer Agent and Registrar
The Bank of Preferred
Stock, none of which currently is issued or outstanding. TheNew York acts as transfer agent and registrar for the
common stock.
Stockholder Rights Plan
On September 18, 1997, the Board of Directors of MMC declared a
dividend distribution of one right for each outstanding share of common
stock to stockholders on September 29, 1997. Each right entitles the
registered holder to purchase from the Company has the authority, without further action by the
stockholders, to issue sharesa unit consisting of Preferred Stock in one
or more series and
to fix the numbertwo-hundredth of shares, dividend rights, conversion rights, voting
rights, redemption rights, liquidation preferences, sinking funds, and any
other rights, preferences, privileges and restrictions applicable to each
such series of Preferred Stock. The holders of Preferred Stock will have
the right to vote separately as a class on any proposal involving
fundamental changes in the rights of holders of such Preferred Stock
pursuant to the Delaware General Corporation Law (the "DGCL"share (a "Unit").
The terms on which the Preferred Stock may be convertible into or
exchangeable for Common Stock or other securities of the Company will be
set forth in the prospectus supplement relating thereto. Such terms will
include provisions as to whether conversion or exchange is mandatory, at
the option of the holder or at the option of the Company, and may include
provisions pursuant to which the number of shares of Common Stock or other
securities of the Company to be received by the holders of Preferred Stock
would be subject to adjustment.
In connection with the Company's Stockholder Rights Plan (the "Rights
Plan"), the Board of Directors has authorized the issuance of up to
2,000,000 shares of Series A Junior Participating
Preferred Stock, ("Seriesno par value (the "Series A Preferred Stock") at a
purchase price of $260 per Unit, subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement between MMC and
Harris Trust Company of New York, as Right Agent.
Initially, the Rights will be attached to all common stock certificates
representing shares then outstanding, and no separate rights certificates
will be distributed. Subject to certain exceptions specified in the Rights
Agreement, the Rights will separate from the common stock and a
distribution date will occur upon the earlier of:
o 10 days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired
beneficial ownership of 15% or more of the outstanding shares of common
stock (the "Stock Acquisition Date"), other than as a result of
repurchases of stock by MMC or certain inadvertent actions by
institutional or certain other stockholders, or
o 10 business days (or such later date as the Board shall determine)
following the commencement of a tender offer or exchange offer that
would result in a person or group becoming an Acquiring Person.
Until the distribution date:
o the Rights will be evidenced by the common stock certificates and will
be transferred with and only with common stock certificates,
o new common stock certificates issued after the record date will contain
a notation incorporating the Rights Agreement by reference and
o the surrender for transfer of any certificates for common stock
outstanding will also constitute the transfer of the Rights associated
with the common stock represented by such certificate.
Pursuant to the Rights Agreement, MMC reserves the right to require
prior to the occurrence of a Triggering Event (as defined below) that, upon
any exercise of Rights, a number of Rights be exercised so that only whole
shares of Series A preferred stock will be issued.
The Rights are not exercisable until the distribution date and will
expire at 5:00 P.M. (New York City time) on September 29, 2007, unless such
date is extended or the Rights are earlier redeemed or exchanged by MMC as
described below.
As soon as practicable after the distribution date, rights certificates
will be mailed to holders of common stock on the distribution date and,
thereafter, the separate rights certificates alone will represent the
Rights. Except as otherwise determined by the Board of Directors, only
shares of common stock issued prior to the distribution date will be issued
with rights.
In the event that a Person becomes an Acquiring Person, except pursuant
to an offer for all outstanding shares of common stock which the directors
determine to be at a price that is fair and not inadequate and otherwise in
the best interests of MMC and its stockholders, after receiving advice from
one or more investment banking firms, each holder of a Right will
thereafter have the right to receive, upon exercise, common stock (or, in
certain circumstances, cash, property or other securities of MMC) having a
value equal to two times the exercise price of the Right. Notwithstanding
any of the foregoing, following the occurrence of any of the events set
forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned
by any Acquiring Person will be null and void. However, Rights are not
exercisable following the occurrence of the events set forth above until
such time as the Rights are no longer redeemable by MMC as set forth below.
For example, at an exercise price of $260 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an
event set forth in the preceding paragraph would entitle its holder to
purchase $520 worth of common stock (or other consideration, as noted
above) for $260. Assuming that the common stock had a per share value of
$65 at such time, the holder of each valid Right would be entitled to
purchase 8 shares of common stock for $260.
In the event that, at any time following the Stock Acquisition Date:
o MMC is acquired in a merger or other business combination transaction
in which MMC is not the surviving corporation (other than with an
entity which acquired the shares pursuant to an offer described in the
second preceding paragraph),
o MMC engages in a merger or other business combination transaction in
which MMC is the surviving corporation and the common stock of MMC is
changed or exchanged, or
o more than 50% of MMC's assets or earning power is sold or transferred,
each holder of a Right (except Rights which have previously been voided as
set forth above) shall thereafter have the right to receive, upon exercise,
common stock of the acquiring company having a value equal to two times the
exercise price of the Right. The events set forth in this paragraph and in
the second preceding paragraph are referred to as the "Triggering Events."
At any time after a person becomes an Acquiring Person and prior to the
acquisition by such person or group of fifty percent (50%) or more of the
outstanding common stock, the Board may exchange the Rights (other than
Rights owned by such person or group which have become void), in whole or
in part, at an exchange ratio of one share of common stock, or one
two-hundredth of a share of Series A Preferred Stock (or of a share of a
class or series of MMC's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).
At any time until ten days following the Stock Acquisition Date, MMC
may redeem the Rights in whole, but not in part, at a price of $.01 per
Right (payable in cash, common stock or other consideration deemed
appropriate by the Board of Directors). Immediately upon the action of the
Board of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive
the $.01 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of MMC, including, without limitation, the right to
vote or receive dividends. While the distribution of the Rights will not be
taxable under United States law to stockholders or to MMC, the stockholders
may, depending upon the circumstances, recognize taxable income under
United States law in the event that the Rights become exercisable for
common stock (or other consideration) of MMC or for common stock of the
acquiring company or in the event of the redemption of the Rights as set
forth above.
Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of MMC prior to the distribution date. After the
distribution date, the provisions of the Rights Agreement may be amended by
the Board in order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights, or to shorten or
lengthen any time period under the Rights Agreement. The foregoing
notwithstanding, no amendment may be made at such time as the Rights are
not redeemable.
As of December 31, 1998, there were 260,664,482 shares of MMC common
stock issued and outstanding and 3,754,182 shares of common stock in the
treasury. As of December 31, 1998, options to purchase approximately 26.5
million shares of common stock were outstanding. So long as the Rights are
attached to the common stock, one additional Right (as such number may be
adjusted pursuant to the provisions of the Rights Agreement) shall be
deemed to be delivered for each share of common stock issued or transferred
by MMC in the future. In addition, following the distribution date and
prior to the expiration or redemption of the Rights, MMC may issue Rights
when it issues common stock only if the Board deems it to be necessary or
appropriate, or in connection with the issuance of shares of common stock
pursuant to the exercise of stock options or under employee plans or upon
the exercise, conversion or exchange or certain securities of the Company.
Two million shares of Series A Preferred Stock are initially reserved for
issuance upon exercise of preferred stock purchase rights issued
underthe Rights.
The Rights may have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire
the Company in a manner which causes the Rights Plan. Referenceto become discount Rights
unless the offer is hereby madeconditional on a substantial number of Rights being
acquired. The Rights, however, should not affect any prospective offeror
willing to make an offer at a price that is fair and not inadequate and
otherwise in the Company's
Registration Statement on Form 8-A, dated October 10, 1997, which is
incorporatedbest interest of MMC and its stockholders. The Rights
should not interfere with any merger or other business combination approved
by reference herein, for a description of the preferred stock
purchase rights attached toBoard since the CommonBoard may, at its option, at any time until ten days
following the Stock and for a copy ofAcquisition Date redeem all but not less than all the
form ofthen outstanding Rights at the Certificate of Designation that sets forth the rights and preferences
of the Series A Preferred Stock.redemption price.
Certain Provisions of the Company'sMMC's Restated
Certificate of Incorporation and By-lawsBy-
laws and the Delaware General
Corporation Law
Classified Board of Directors. The Company'sMMC's Restated Certificate of
Incorporation (the "Certificate of Incorporation") provides for adivides the Board of Directors divided into three classes, each class
to consist as nearly as possible of one-third of the directors. Each
director serves for a term of three years and until his or her successor is
elected and qualified. Pursuant to the Certificate of Incorporation, the
number of directors of the CompanyMMC will be fixed from time to time by the Board of
Directors.
Removal of Directors by Stockholders. The DGCL provides that members of
a classified board of directors may only be removed for cause by the
affirmative vote of the holders of a majority of the outstanding shares of
capital stock of the CompanyMMC entitled to vote on the election of such directors.
Stockholder Nomination of Directors. The Company'sMMC's Restated By-laws
(the "By-laws") provide
that written notice must be given of any stockholder nomination of a
director not less than sixty nor more than ninety days prior to the date of
the meeting at which directors are to be elected; provided, that if the
date for such meeting is not the date set forth in the By-laws and less
than seventy five days notice or prior public disclosure of the date for
such meeting is given to stockholders, then notice by a stockholder shall
be timely if received by the CompanyMMC no later than fifteen days following the date
such public disclosure was made.
No Action by Written Consent. The Certificate of Incorporation provides
that stockholders of the CompanyMMC may not act by written consent and may only act at
duly called meetings of such stockholders.
Interested Stockholder Provision. Article EIGHTH of the Certificate of
Incorporation provides for higher stockholder voting requirements for
certain transactions (such as business combinations) with or otherwise
involving an Interested Stockholder (as defined below). Such a transaction
requires the approval ofmust be approved by the holders of a majority of the Company'sMMC's outstanding voting
power, voting together as a single class (but excluding any voting stock
owned by an Interested Stockholder), unless such transaction is approved by
a majority of Disinterested Directors (as defined below), in which case the
voting requirements of the DGCL, the Certificate of Incorporation and the Company'sMMC's
By-laws otherwise applicable govern. Article EIGHTH does not alter the
additional requirements regarding class votes available to holders of
Preferred Stock, if any, which arise under the DGCL and the Certificate of
Incorporation.
Transactions covered by Article EIGHTH include mergers of the CompanyMMC or any of
its subsidiaries with an Interested Stockholder, sales of all or any
substantial part of the assets of the CompanyMMC and its subsidiaries to an Interested
Stockholder, the issuance or delivery of any securities of the CompanyMMC or any of
its subsidiaries to an Interested Stockholder, any loan, advance or
guarantee, pledge or other financial assistance provided by the CompanyMMC or any of
its subsidiaries to the Interested Stockholder, any voluntary dissolution
or liquidation of the CompanyMMC or amendment to the
Company'sMMC's By-laws, a reclassification of
securities or recapitalization of the CompanyMMC or other transaction (if such
reclassification, recapitalization or other transaction results in the
Interested Stockholder increasing its proportionate share of any class of
the Company'sMMC's capital stock) or any agreement, contract, or other arrangement to do
any of the foregoing.
An "Interested Stockholder" is defined in Article EIGHTH as any other
corporation, person, or entity which
(i)o beneficially owns or controls, directly or indirectly, 10% or more of
the voting stock of the CompanyMMC (or has announced a plan or intention to
acquire such securities), and any affiliate or associate of such
corporation, person, or entity or
(ii)o is an affiliate or associate of the CompanyMMC and at any time within two years
prior to the date in question was the beneficial owner of 10% or more
of the voting stock of the Company.MMC.
Specifically excluded from the definition of Interested Stockholder are
(i) the Companyo MMC and any of its subsidiaries and
(ii)o any profit-sharing, employee stock ownership or other employee benefit
plan of the CompanyMMC or any subsidiary, or trustees or fiduciaries for such.
A "Disinterested Director" is defined in Article EIGHTH as a director
who
o is not an affiliate, associate, representative, agent or employee of
an Interested Stockholder, and
whoo was a member of the Board of Directors prior to the time that the
Interested Stockholder involved in the transaction being considered
became an Interested Stockholder, and
o any successor to a Disinterested Director, while such successor is a
member of the Board of Directors, who is not an affiliate, associate,
representative, agent or employee of an Interested Stockholder and who
was nominated by a majority of the Disinterested Directors.
Article EIGHTH may not be altered, amended, or repealed without the
affirmative vote of the holders of a majority of the Company'sMMC's outstanding voting
power, voting together as a single class (but excluding any voting stock
owned by an Interested Stockholder), except if recommended by a majority of
Disinterested Directors, in which case the voting requirements of the DGCL,
the Certificate of Incorporation and the Company'sMMC's By-laws otherwise applicable
govern.
Delaware Business Combination Statute. The CompanyMMC is subject to Section 203 of
the DGCL, ("Section 203"), which restricts certain transactions and business combinations
between a corporation and an "interested stockholder" (which is generally
defined by Section 203 to be a person owning 15% or more of the
corporation's outstanding voting stock) for a period of three years from
the date the stockholder becomes an interested stockholder. Subject to
certain exceptions, unless the transaction is approved by the Board of
Directors and the holders of at least two-thirds of the outstanding voting
stock of the corporation (excluding shares held by the interested
stockholder), Section 203 prohibits significant business transactions such
as
o a merger with, disposition of significant assets to or receipt of
disproportionate financial benefits by the interested stockholder, or
o any other transaction that would increase the interested stockholder's
proportionate ownership of any class or series of the Company'sMMC's capital stock.
The statutory ban does not apply if:
(i)o prior to the time that any stockholder became an interested
stockholder, the Board of Directors approved either the business
combination or the transaction in which such stockholder became an
interested stockholder, or
(b)o upon consummation of the transaction in which any stockholder
becomes an interested stockholder, the interested stockholder owns at
least 85% of the outstanding voting stock of the corporation (excluding
shares held by persons who are both directors and officers or by certain
employee stock plans).
Directors' LiabilityPreferred Stock
General. MMC is authorized to issue 6,000,000 shares of preferred
stock, none of which currently is issued or outstanding. The CertificateBoard of
Incorporation provides thatDirectors of MMC has the authority, without further action by the
stockholders, to issue shares of preferred stock in one or more series and
to fix the number of shares, dividend rights, conversion rights, voting
rights, redemption rights, liquidation preferences, sinking funds, and any
other rights, preferences, privileges and restrictions applicable to each
such series of preferred stock.
Voting Rights. The holders of preferred stock will have the right to
vote separately as a memberclass on any proposal involving fundamental changes in
the rights of holders of such preferred stock pursuant to the Delaware
General Corporation Law (the "DGCL").
Conversion or Exchange. The terms, if any, on which the preferred stock
may be convertible into or exchangeable for common stock, debt securities
or other preferred stock of MMC will be set forth in the prospectus
supplement relating thereto. Such terms will include provisions as to
whether conversion or exchange is mandatory, at the option of the holder or
at the option of MMC, and may include provisions pursuant to which the
number of shares of common stock or other securities of MMC to be received
by the holders of preferred stock would be subject to adjustment.
Stockholder Rights Plan. In connection with MMC's Stockholder Rights
Plan described below, the Board of Directors shall not be personally liablehas authorized the issuance of
up to 2,000,000 shares of Series A Junior Participating Preferred Stock
upon exercise of preferred stock purchase rights issued under the Company or its
stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions by
the director not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under section 174 of the DGCL (relating to
the declaration of dividends and purchase or redemption of shares in
violation of the DGCL), or (iv) for transactions from which the director
derived an improper personal benefit.
The Certificate of Incorporation also provides for indemnification of
directors and officers to the fullest extent authorized by Delaware law.
Transfer Agent and Registrar
The Bank of New York acts as transfer agent and registrar for the
Common Stock.Rights
Plan.
DESCRIPTION OF
DEBT SECURITIES
The following description sets forth certainDebt Securities will be our direct unsecured general termsobligations.
The Debt Securities will be either senior debt securities or subordinated
debt securities. The Debt Securities will be issued under one or more
separate indentures between us and State Street Bank and Trust as Trustee.
Senior notes will be issued under a "Senior Indenture" and subordinated
notes will be issued under a "Subordinated Indenture". Together the Senior
Indentures and the Subordinated Indentures are called "Indentures".
We have summarized material provisions of the debt securities to which any prospectus supplement may
relate.Indenture below. The
particular termssummary is not complete. The forms of the debt securities offered by any
prospectus supplement and the extent, if any, to which such general
provisions may not apply to the debt securities so offered will be
described in the prospectus supplement relating to such debt securities.
For more information please refer to the indenture (the "Senior Indenture")
among the Company and a trustee to be selected (the "Senior Trustee"),
relating to the issuance of the senior notes, and the indenture (the
"Subordinated Indenture") among the Company and a trustee to be selected
(the "Subordinated Trustee"), relating to issuance of the subordinated
notes. Forms of these documents areindentures have been filed as
exhibits to the registration statement which includes this prospectus.and you should read the Indentures
for provisions that may be important to you. In the summary below, we have
included references to section numbers of the applicable Indentures so that
you can easily locate these provisions. Capitalized terms used in this
prospectus that are not defined willthe
summary have the meanings given themspecified in these
documents.the Indentures.
General
The Debt Securities will be our direct unsecured obligations. The
senior notes will be issued under the Senior Indenture to be
entered into between the Companyrank equally with all of our other senior and
the trustee named in the Senior
Indenture.unsubordinated debt. The subordinated notes will be issued under the Subordinated
Indenture to be entered into between the Company and the trustee named in
the Subordinated Indenture. As used herein, the term "Indentures" refers to
both the Senior Indenture and the Subordinated Indenture. The Indentures
will be qualified under the Trust Indenture Act. As used herein, the term
"Debenture Trustee" refers to either the Senior Trustee or the Subordinated
Trustee, as applicable.
The following summaries of certain material provisions of the senior
notes, the subordinated notes and the Indentures are subject to, and
qualified in their entirety by referencehave a junior position to
all the provisions of the
Indenture applicableour senior debt.
Because we are a holding company that conducts all of our operations
through our subsidiaries, holders of notes will generally have a junior
position to a particularclaims or creditors of our subsidiaries, including trade
creditors, debtholders, secured creditors, taxing authorities, guarantee
holders and any preferred stockholders. MMC has no outstanding shares of
preferred stock. All of our operating subsidiaries have ongoing corporate
debt programs used to finance their business activities. As of December 31,
1998, our subsidiaries had approximately $900 million of outstanding debt.
A prospectus supplement relating to any series of debt securities, includingnotes being offered
will include specific terms relating to the definitions therein of certain terms. Except as otherwise indicated,
the terms of the Senior Indenture and the Subordinated Indenture are
identical.
General
Each prospectus supplement will describe the followingoffering. The terms relating to
a series of notes:notes will be set forth in an officer's certificate or a
supplemental indenture and will include some or all of the following:
o the title;
o any limit on the amount that may be issued;
o whether or not such series of notes will be issued in global form, the
terms and who the depository will be;
o the maturity date(s);
o the annual interest rate(s) (which may be fixed or variable) or the
method for determining the rate(s) and the date(s) interest will begin
to accrue, the date(s) interest will be payable and the regular record
dates for interest payment dates or the method for determining such
date(s);
o the place(s) where payments shall be payable;
o the Company'sMMC's right, if any, to defer payment of interest and the maximum length
of any such deferral period;
o the date, if any, after which, and the price(s) at which, such series
of notes may, pursuant to any optional redemption provisions, be
redeemed at the Company'sMMC's option, and other related terms and provisions;
o the date(s), if any, on which, and the price(s) at which the
CompanyMMC is
obligated, pursuant to any mandatory sinking fund provisions or
otherwise, to redeem, or at the Holder's option to purchase, such
series of notes and other related terms and provisions;
o any provisions granting special rights to holders when a specified
event occurs;
o any changes to or additional events of default or covenants;
o any special tax implications of the notes, including provisions for
original issue discount securities, if offered;
o the denominations in which such series of notes will be issued, if
other than denominations of $1,000 and any integral multiple thereof;
and
o any other terms (which terms shall not be inconsistent with the
Indenture).
Conversion or Exchange Rights
The terms, if any, on which a series of notes may be convertible into
or exchangeable for Common Stockcommon stock, preferred stock or other debt securities
of the CompanyMMC will be set forthdescribed in thea prospectus supplement relating thereto.supplement. Such terms will
include provisions as to whether conversion or exchange is mandatory, at
the option of the holder or at the option of the Company,MMC, and may include
provisions pursuant to which the number of shares of Common Stockcommon stock or other
securities of the CompanyMMC to be received by the holders of such series of notes
would be subject to adjustment. (Section 2.01)
Covenants
Under the Indentures, MMC will:
o pay the principal, interest and any premium on the notes when due
(Section 4.01); and
o maintain a place of payment (Section 4.02).
Consolidation, Merger or Sale
The Indentures do not contain any covenant which restricts the ability
of the CompanyMMC to merge or consolidate, or sell, convey, transfer or otherwise
dispose of all or substantially all of theirits assets. However, any successor
or acquireracquiror of such assets must assume all of the obligations of the CompanyMMC under
the Indentures or the notes, as appropriate. (Sections 10.01 &10.02)
Events of Default Under the Indenture
The following are events of default under the Indentures with respect
to any series of notes issued:
o failure to pay interest when due and such failure continues for 90 days
and the time for payment has not been extended or deferred;
o failure to pay the principal (or premium, if any) when due;
o failure to observe or perform any other covenant contained in the notes
or the Indentures (other than a covenant specifically relating to
another series of notes), and such failure continues for 90 days after
the CompanyMMC receives notice from the Debenture Trustee or holders of at least
25% in aggregate principal amount of the outstanding notes of that
series; and
o certain events of bankruptcy, insolvency or reorganization of the Company.MMC.
If an event of default with respect to notes of any series occurs and
is continuing, the Debenture Trustee or the holders of at least 25% in
aggregate principal amount of the outstanding notes of that series, by
notice in writing to the CompanyMMC (and to the Debenture Trustee if notice is given
by such holders), may declare the unpaid principal of, premium, if any, and
accrued interest, if any, due and payable immediately. (Section 6.01)
The holders of a majority in principal amount of the outstanding notes
of an affected series may waive any default or event of default with
respect to such series and its consequences, except defaults or events of
default regarding:
o payment of principal, premium, if any, or interest; or
o certain covenants containing limitations on the Company'sMMC's ability to pay dividends and make
payments on debt securities in certain circumstances.
Any such waiver shall cure such default or event of default. (Section 6.06)
Subject to the terms of the Indentures, if an event of default under an
Indenture shall occur and be continuing, the Debenture Trustee will be
under no obligation to exercise any of its rights or powers under such
Indenture at the request or direction of any of the holders of the
applicable series of notes, unless such holders have offered the Debenture
Trustee reasonable indemnity. The holders of a majority in principal amount
of the outstanding notes of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy
available to the Debenture Trustee, or exercising any trust or power
conferred on the Debenture Trustee, with respect to the notes of that
series, provided that:
o it is not in conflict with any law or the applicable Indenture;
o the Debenture Trustee may take any other action deemed proper by it
which is not inconsistent with such direction; and
o subject to its duties under the Trust Indenture Act, the Debenture
Trustee need not take any action that might involve it in personal
liability or might be unduly prejudicial to the holders not involved in
the proceeding. (Sections 6.04 and 6.06)
A holder of the notes of any series will only have the right to
institute a proceeding under the Indentures or to appoint a receiver or
trustee, or to seek other remedies if:
o the holder has given written notice to the Debenture Trustee of a
continuing event of default with respect to that series;
o the holders of at least 25% in aggregate principal amount of the
outstanding notes of that series have made written request, and such
holders have offered reasonable indemnity to the Debenture Trustee to
institute such proceedings as trustee; and
o the Debenture Trustee does not institute such proceeding, and does not
receive from the holders of a majority in aggregate principal amount of
the outstanding notes of that series other conflicting directions
within 60 days after such notice, request and offer.
These limitations do not apply to a suit instituted by a holder of
notes if the CompanyMMC defaults in the payment of the principal, premium, if any, or
interest on, the notes. The Company(Section 6.04)
MMC will periodically file statements with the Debenture Trustee
regarding its compliance with certain of the covenants in the Indentures.
(Section 5.03)
Modification of Indenture; Waiver
The CompanyMMC and the Debenture Trustee may change an Indenture without the
consent of any holders with respect to certain matters, including:
o to fix any ambiguity, defect or inconsistency in such Indenture; and
o to change anything that does not materially adversely affect the
interests of any holder of notes of any series. (Section 9.01)
In addition, under the Indentures, the rights of holders of a series of
notes may be changed by the CompanyMMC and the Debenture Trustee with the written
consent of the holders of at least a majority in aggregate principal amount
of the outstanding notes of each series that is affected. However, the
following changes may only be made with the consent of each holder of any
outstanding notes affected:
o extending the fixed maturity of such series of notes;
o reducing the principal amount, reducing the rate of or extending the
time of payment of interest, or any premium payable upon the redemption
of any such notes; or
o reducing the percentage of notes, the holders of which are required to
consent to any amendment. (Section 9.02)
Form, Exchange, and Transfer
The notes of each series will be issuableissued only in fully registered form
without coupons and, unless otherwise specified in the applicable
prospectus supplement, in denominations of $1,000 and any integral multiple
thereof. The Indentures will provide that notes of a series may be issuableissued
in temporary or permanent global form and may be issued as book-entry
securities that will be deposited with, or on behalf of, The Depository
Trust Company or another depository named by the CompanyMMC and identified in a
Prospectus Supplement with respect to such series. (Sections 2.03, 2.06 and
2.11)
At the option of the holder, subject to the terms of the Indentures
and the limitations applicable to global securities described in the
applicable prospectus supplement, notes of any series will be exchangeable
for other notes of the same series, in any authorized denomination and of
like tenor and aggregate principal amount.
Subject to the terms of the Indentures and the limitations applicable
to global securities set forth in the applicable prospectus supplement,
notesNotes may be presented for exchange or for registration of transfer
(duly endorsed or with the form of transfer endorsed thereon duly executed
if so required by the CompanyMMC or the Security Registrar) at the office of the
Security Registrar or at the office of any transfer agent designated by the
CompanyMMC
for such purpose. Unless otherwise provided in the notes to be transferred
or exchanged, no service charge will be made for any registration of
transfer or exchange, but the CompanyMMC may require payment of any taxes or other
governmental charges. The Security Registrar and any transfer agent (in
addition to the Security Registrar) initially designated by the CompanyMMC for any
notes will be named in the applicable prospectus supplement. The CompanyMMC may at any
time designate additional transfer agents or rescind the designation of any
transfer agent or approve a change in the office through which any transfer
agent acts, except that the
CompanyMMC will be required to maintain a transfer agent
in each place of payment for the notes of each series.
If the notes of any series are to be redeemed, the CompanyMMC will not be required
to:
o issue, register the transfer of, or exchange any notes of that series
during a period beginning at the opening of business 15 days before the
day of mailing of a notice of redemption of any such notes that may be
selected for redemption and ending at the close of business on the day
of such mailing; or
o register the transfer of or exchange any notes so selected for
redemption, in whole or in part, except the unredeemed portion of any
such notes being redeemed in part. (Section 2.05)
Information Concerning the Debenture Trustee
The Debenture Trustee, other than during the occurrence and continuance
of an event of default under an Indenture, undertakes to perform only such
duties as are specifically set forth in the Indentures and, upon an event
of default under an Indenture, must use the same degree of care as a
prudent person would exercise or use in the conduct of his or her own
affairs. Subject to this provision, the Debenture Trustee is under no
obligation to exercise any of the powers given it by the Indentures at the
request of any holder of notes unless it is offered reasonable security and
indemnity against the costs, expenses and liabilities that it might incur.
The Debenture Trustee is not required to spend or risk its own money or
otherwise become financially liable while performing its duties unless it
reasonably believes that it will be repaid or receive adequate indemnity.
(Section 7.01)
Payment and Paying Agents
Unless otherwise indicated in the applicable prospectus supplement,
payment of theThe interest on any notes on any interest payment date will be madepaid to
the person in whose name such notes (or one or more predecessor securities)
are registered at the close of business on the regular record date for such
interest. (Sections 2.03 and 3.03)
Principal of and any premium and interest on the notes of a particular
series will be payablepaid at the office of the paying agents designated by the Company,MMC,
except that unless otherwise indicated in the
applicable prospectus supplement, interest payments may be madepaid by check mailed to the holder. Unless otherwise indicated in such prospectus
supplement, theThe
corporate trust office of the Debenture Trustee in The City of New York
will be designated as the Company'sMMC's sole paying agent for payments with respect to
notes of each series. Any other paying agents initially designated by the CompanyMMC
for the notes of a particular series will be named in the applicable
prospectus supplement. The CompanyMMC will be required to maintain a paying agent in
each place of payment for the notes of a particular series. (Sections 4.01,
4.02 and 4.03)
All moneys paid by the CompanyMMC to a paying agent or the Debenture Trustee for
the payment of the principal of or any premium or interest on any notes
which remains unclaimed at the end of two years after such principal,
premium or interest has become due and payable will be repaid to the Company,MMC, and
the holder of the security thereafter may look only to the
CompanyMMC for payment
thereof.
Governing Law
The Indentures and the notes will be governed by and construed in
accordance with the laws of the State of New York except to the extent that
the Trust Indenture Act shall be applicable. (Section 13.05)
Subordination of Subordinated Notes
The subordinated notes will be unsecured and will be subordinate and
junior in priority of payment to certain of the Company'sMMC's other indebtedness to the
extent described in a prospectus supplement. The Subordinated Indenture
does not limit the amount of subordinated notes which the CompanyMMC may issue, nor
does it limit the CompanyMMC from issuing any other secured or unsecured debt.
(Section 14.01)
PLAN OF DISTRIBUTION
The CompanyMMC may sell Common Stock, Preferred Stockcommon stock, preferred stock or any series of debt
securities being offered hereby in one or more of the following ways from
time to time:
o to underwriters for resale to the public or to institutional investors;
o directly to institutional investors; or
o through agents to the public or to institutional investors.
The prospectus supplements will set forth the terms of the offering of
the securities, including the name or names of any underwriters or agents,
the purchase price of such securities and the proceeds to the
CompanyMMC from such
sale, any underwriting discounts or agency fees and other item's
constituting underwriters' or agents' compensation, any initial public
offering price, any discounts or concessions allowed or reallowed or paid
to dealers and any securities exchanges on which such securities may be
listed.
If underwriters are used in the sale, the securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed
public offering price or prices, which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices.
Unless otherwise set forth in a prospectus supplement, the obligations
of the underwriters to purchase any series of securities will be subject to
certain conditions precedent and the underwriters will be obligated to
purchase all of such series of securities, if any are purchased.
Underwriters and agents may be entitled under agreements entered into
with the CompanyMMC to indemnification by the CompanyMMC against certain civil liabilities,
including liabilities under the Securities Act of 1933, or to contribution
with respect to payments which the underwriters or agents may be required
to make in respect thereof. Underwriters and agents may be customers of,
engage in transactions with, or perform services for the
CompanyMMC and its affiliates
in the ordinary course of business.
Each series of securities will be a new issue of securities and will
have no established trading market other than the Common Stockcommon stock which is
listed on the NYSE, the CSE, the PE and the LSE. Any Common Stockcommon stock sold
pursuant to a prospectus supplement will be listed on the NYSE, the CSE,
the PE and the LSE, subject to official notice of issuance. Any
underwriters to whom securities are sold by the CompanyMMC for public offering and
sale may make a market in the securities, but such underwriters will not be
obligated to do so and may discontinue any market making at any time
without notice. The securities, other than the Common Stock,common stock, may or may not
be listed on a national securities exchange.
LEGAL OPINIONS
The validity of the securities being offered hereby is being passed
upon for the CompanyMMC by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New
York.
EXPERTS
The consolidated financial statements and supplemental notes of the
CompanyMMC and
its subsidiaries as of December 31, 1997 and 1996 and for each of the years
in the three year period ended December 31, 1997, included and incorporated
by reference in the Company'sMMC's Annual Report on Form 10-K for the year ended
December 31, 1997 and incorporated by reference into this Prospectus, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in
their reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing. The consolidated financial
statements of Sedgwick Group plc as of December 31, 1997, incorporated by
reference into this Prospectus, have been audited by PricewaterhouseCoopers,
Chartered Accountants.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the expenses to be borne by the
CompanyMMC in
connection with the offerings described in this Registration Statement. All
such expenses other than the Securities and Exchange Commission
registration fee are estimates.
Securities and Exchange Commission Registration Fee.Fee... $750,600
Transfer Agents, Trustees and Depositary's
Fees and Expenses................................ 10,000
Printing and Engraving Fees and Expenses............ 75,000
Accounting Fees and Expenses........................ 100,000
Legal Fees.......................................... 150,000
Rating Agency Fees.................................. 100,000
Miscellaneous (including Listing
Fees, if applicable)............................. 14,400
----------
Total..................................... $1,200,000
==========$ 1,200,000
===========
Item 15. Indemnification of Directors and Officers
As authorized by Section 145 of the General Corporation Law of the
State of Delaware, each director and officer of the CorporationMMC may be indemnified by
the CorporationMMC against expenses (including attorney's fees, judgments, fines and
amounts paid in settlement) actually and reasonably incurred in connection
with the defense or settlement of any threatened, pending or completed
legal proceedings in which he is involved by reason of the fact that he is
or was a director or officer of the CompanyMMC if he acted in good faith and in a
manner that he reasonably believed to be in or not opposed to the best
interests of the CompanyMMC and, with respect to any criminal action or proceeding, if
he had no reasonable cause to believe that his conduct was unlawful. If the
legal proceeding, however, is by or in the right of the Company,MMC, the director or
officer may not be indemnified in respect of any claim, issue or matter as
to which he shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the CompanyMMC unless a court determines
otherwise.
In addition, the CompanyMMC maintains directors' and officers' liability
policies.
Article Sixth of the Restated Certificate of Incorporation of the Corporation and Article VI of the Bylaws of the Corporation provideMMC
provides that, to the fullest extent permitted by law, directors of the CompanyMMC
will not be liable for monetary damages to the CompanyMMC or its stockholders for
breaches of their fiduciary duties. In addition, Article Sixth of the
Restated Certificate of Incorporation of MMC and Article VI of the Bylaws
of MMC provide that MMC shall indemnify directors and officers to the
fullest extent authorized by the General Corporation Law of the State of
Delaware.
Item 16. Exhibits
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-3, including those incorporated herein by
reference.
Exhibit
Number Description of Exhibits
- -------- -----------------------
1.1 The form of Underwriting Agreement will be filed as an exhibit
to a Current Report of the Registrantregistrant on Form 8-K and
incorporated herein by reference.
4.1 Form of Senior Indenture.
4.2 Form of Subordinated Indenture.
4.3 The form of any Senior Note with respect to each particular
series of Senior Notes issued hereunder will be filed as an
exhibit to a Current Report of the Registrantregistrant on Form 8-K and
incorporated herein by reference.
4.4 The form of any Subordinated Note with respect to each
particular series of Subordinated Notes issued hereunder will
be filed as an exhibit to a Current Report of the Registrantregistrant on
Form 8-K and incorporated herein by reference.
4.5 The form of any certificate of designation with respect to any
preferred stock issued hereunder will be filed as an exhibit to
a Current Report of the Registrantregistrant on Form 8-K and incorporated
herein by reference.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.*
12.1 Statement re: Computation of Ratio of Earnings to Fixed
Charges.
23.1 Consent of Deloitte & Touche LLP, Independent Accountants.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included
in Exhibit 5.1).
23.3 Consent of PricewaterhouseCoopers, Chartered Accountants.
24.1 Power of Attorney of certain officers and directors of the
Company.registrant.*
25.1 Statement of Eligibility on Form T-1 under the Trust Indenture
Act of 1939, as amended, of ,State Street Bank and Trust, as
Trustee under the Senior Indenture.*
25.2 Statement of Eligibility on Form T-1 under the Trust Indenture
Act of 1939, as amended, of ,State Street Bank and Trust, as
Trustee under the Subordinated Indenture.*
- ----------------
* To be filed by amendment.Previously filed.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) To
include any prospectus required by section 10(a)(3) of the Securities Act
of 1933; (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; (iii) To include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement, provided, however, that paragraphs (1)(i) and 1(ii)
do not apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrantregistrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant'sregistrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions set forth
in Item 15, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with
the rules and regulations prescribed by the Commission under Section
305(b)(2) of the Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Marsh &
McLennan Companies, Inc. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement or amendment thereto to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, in the State of New York on November 19, 1998.February 3, 1999.
MARSH & MCLENNAN COMPANIES, INC.
By /s/ A.J.C. Smith
__________________________________________----------------------------------
Name: A.J.C. Smith
Title: Chairman & Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ A.J.C. Smith Chairman & Chief Executive February 3, 1999
- -------------------------- Officer _____________________ (Principal
A.J.C. Smith Executive Officer)
November 19, 1998
A.J.C. Smith
/s/* Senior Vice President February 3, 1999
- -------------------------- & Chief Financial
Frank J. Borelli Senior Vice President &
______________________ Chief Financial Officer
Frank J. Borelli (Principal
Financial Officer) November 19, 1998
/s/ Douglas C. Davis Vice President and _____________________February 3, 1999
- --------------------------- Controller (Principal
Douglas C. Davis Accounting Officer)
November 19, 1998
* _____________________Director February 3, 1999
- ---------------------------
Norman Barham
* Director November 19, 1998
*
_____________________February 3, 1999
- ---------------------------
Lewis W. Bernard
* Director November 19, 1998
*
_____________________
Richard H. Blum Director November 19, 1998
*
_____________________February 3, 1999
- ---------------------------
Peter Coster
* Director November 19, 1998
*
_____________________February 3, 1999
- ---------------------------
Robert F. Erburu
* Director November 19, 1998
*
_____________________February 3, 1999
- --------------------------
Jeffrey W. Greenberg
* Director November 19, 1998
*
____________________February 3, 1999
- --------------------------
Ray J. Groves
* Director November 19, 1998
*
_____________________February 3, 1999
- --------------------------
Stephen R. Hardis
* Director November 19, 1998
*
_____________________February 3, 1999
- --------------------------
Gwendolyn S. King
* Director November 19, 1998
*
______________________February 3, 1999
- --------------------------
The Rt. Hon. Lord Lang Director November 19, 1998
of
Monkton
* _____________________Director February 3, 1999
- ---------------------------
Lawrence J. Lasser
* Director November 19, 1998
*
_____________________February 3, 1999
- --------------------------
David A. Olsen
* Director November 19, 1998
*
_____________________February 3, 1999
- --------------------------
John D. Ong
* Director November 19, 1998
*
____________________February 3, 1999
- --------------------------
George Putnam
* Director November 19, 1998
*
____________________February 3, 1999
- --------------------------
Adele Smith Simmons
* Director November 19, 1998
*
____________________February 3, 1999
- --------------------------
John T. Sinnott
* Director November 19, 1998
*
____________________February 3, 1999
- --------------------------
Frank J. Tasco
* Director November 19, 1998
*
____________________February 3, 1999
- --------------------------
Saxon Riley
* Director November 19, 1998
*
____________________
William Robert PatrickFebruary 3, 1999
- -------------------------
W. R. P. White-Cooper Director November 19, 1998
* Gregory F. Van Gundy, by signing his name hereto, does hereby
execute this Registration Statement on behalf of the directors of the
Registrant indicated above by asterisks, pursuant to powers of attorney
duly executed by such directors and filed as exhibits to the Registration
Statement.
By: /s/ Gregory F. Van Gundy
__________________________----------------------------
Gregory F. Van Gundy
Attorney-in-fact
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
- -------- -----------------------
1.1 The form of Underwriting Agreement will be filed as an exhibit
to a Current Report of the Registrantregistrant on Form 8-K and
incorporated herein by reference.
4.1 Form of Senior Indenture.
4.2 Form of Subordinated Indenture.
4.3 The form of any Senior Note with respect to each particular
series of Senior Notes issued hereunder will be filed as an
exhibit to a Current Report of the Registrantregistrant on Form 8-K and
incorporated herein by reference.
4.4 The form of any Subordinated Note with respect to each
particular series of Subordinated Notes issued hereunder will
be filed as an exhibit to a Current Report of the Registrantregistrant on
Form 8-K and incorporated herein by reference.
4.5 The form of any certificate of designation with respect to any
preferred stock issued hereunder will be filed as an exhibit to
a Current Report of the Registrantregistrant on Form 8-K and incorporated
herein by reference.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.*
12.1 Statement re: Computation of Ratio of Earnings to Fixed
Charges.
23.1 Consent of Deloitte & Touche LLP, Independent Accountants.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included
in Exhibit 5.1).
23.3 Consent of PricewaterhouseCoopers, Chartered Accountants.
24.1 Power of Attorney of certain officers and directors of the
Company.registrant.*
25.1 Statement of Eligibility on Form T-1 under the Trust Indenture
Act of 1939, as amended, of ,State Street Bank and Trust, as
Trustee under the Senior Indenture.*
25.2 Statement of Eligibility on Form T-1 under the Trust Indenture
Act of 1939, as amended, of ,State Street Bank and Trust, as
Trustee under the Subordinated Indenture.*
- ----------------
* To be filed by amendment.*Previously filed.