SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 3, 1998
(Date of earliest event reported)
Marsh & McLennan Companies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-5998 36-266-8272
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1166 Avenue of the Americas, New York, New York 10036
(Address of principal executive offices) (Zip Code)
(212) 345-5000
(Registrant's telephone number, including area code)
Page 1 of pages
Exhibit Index at page 4
Item 2. Acquisition and Disposition of Assets.
On September 4, 1998, Marsh & McLennan Companies, Inc. (the
"Registrant") commenced (i) an offer (the "Ordinary Offer") for each
ordinary share ("Sedgwick Share") of Sedgwick Group plc ("Sedgwick") at a
price of 225 pence in cash and each American Depositary Share representing
five Sedgwick Shares ("Sedgwick ADS") at a price of (pound)11.25 in cash
and (ii) an offer (the "Convertible Offer") for each (pound)1 nominal of
the Sedgwick 7.25% Convertible Bonds 2008 ("Sedgwick Convertible Bonds") at
123 pence in cash. Each of the Ordinary Offer and the Convertible Offer was
declared unconditional in all respects on November 3, 1998. As a result of
acceptances of the Ordinary Offer and the Convertible Offer and of the
Registrant having agreed to acquire 15,000,000 Sedgwick Shares during the
offer period, Registrant is the beneficial owner of approximately 488
million Ordinary Shares, representing approximately 88% of the issued share
capital of Sedgwick, and (pound)39,785,000 in nominal value of Sedgwick
Convertible Bonds, representing approximately 96% of the nominal value of
the outstanding Sedgwick Convertible Bonds.
The Ordinary Offer and Convertible Offer will remain open for
acceptance until further notice from the Registrant. In the event that the
Registrant acquires or contracts to acquire at least 90% in nominal value
of the Sedgwick Shares and shares represented by Sedgwick ADSs before
January 4, 1999 (being the end of the four month period commencing
September 4, 1998), it intends to give notice to holders of Sedgwick Shares
that it desires to acquire the remaining such securities compulsorily under
the applicable laws of the United Kingdom at the same price as under the
Ordinary Offer. Since the Registrant has acquired at least 90% in nominal
value of the Sedgwick Convertible Bonds, it gave notice to holders of
Sedgwick Convertible Bonds on November 6, 1998 that it desires to acquire
the remaining such securities compulsorily under the applicable laws of the
United Kingdom at the same price as under the Convertible Offer.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial Statements of Business Acquired.
Historical financial statements for Sedgwick will be filed
no later than January 15, 1999.
(b) Pro Forma Financial Information.
Pro forma financial information relating to the acquisition
will be filed no later than January 15, 1999.
(c) Exhibits.
99. 1 Press Release dated November 3, 1998
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MARSH & MCLENNAN COMPANIES, INC.
By: /s/ Gregory Van Gundy
_________________________
Name: Gregory Van Gundy
Title: Secretary
Date: November 12, 1998
EXHIBIT INDEX
Exhibit No. Exhibit Page
99.1 Press Release dated November 3, 1998