SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
SEC NO. 1-5998
PURSUANT TO SECTION 15(d) OF
THE
SECURITIES EXCHANGE ACT OF
1934
FOR THE FISCAL YEAR ENDED JUNE
30, 1994
A. Full title of the Plan:
MARSH & McLENNAN COMPANIES STOCK INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the Plan and
the address of its principal executive office:
MARSH & McLENNAN COMPANIES,
INC.
1166 Avenue of the Americas
New York, NY 10036-2774
MARSH & McLENNAN COMPANIES,
INC.
INFORMATION REQUIRED FOR FORM 11-K
ANNUAL REPORT
MARSH & McLENNAN COMPANIES STOCK
INVESTMENT PLAN
JUNE 30, 1994
ITEM 1. CHANGES IN THE PLAN
There were no material changes which took effect during the year
ended June 30,1994 with respect to the provisions of the Marsh
& McLennan Companies Stock Investment Plan (the "Plan").
ITEM 2. CHANGES IN INVESTMENT POLICY
There were no material changes which took effect during the year
ended June 30, 1994 in the policy with respect to the kind of
securities or other investments in which funds held under the
Plan may be invested.
ITEM 3. CONTRIBUTIONS UNDER THE PLAN
Not applicable.
ITEM 4. PARTICIPATING EMPLOYEES
There were 9,892 participants in the Plan as of June 30, 1994.
By fund, the participants had approximately 9,388, 2,299,
1,087 and 1,753 active accounts in the Stock Fund, Mutual Fund
Shares Fund, Fixed Income Fund and Loan Fund, respectively.
The total number of participants in the Plan was less than the
sum of the number of accounts in the individual funds because
some participants participated in more than one fund.
ITEM 5. ADMINISTRATION OF THE PLAN
(a) Bankers Trust Company acts as trustee of the Plan's assets.
William M. Mercer, Inc., 301 Tresser Blvd., Stamford,
Connecticut 06901 (a wholly-owned subsidiary of the
Company), acts as recordkeeper, maintaining participant
account records and preparing monthly valuations and
quarterly reports.
(b) All trustee, recordkeeping and audit fees were paid by Marsh
& McLennan Companies, Inc. (the "Company") and not the Plan.
ITEM 6. CUSTODIAN OF INVESTMENTS
(a) Bankers Trust Company, 34 Exchange Place, Jersey City, N.J.
07303, acts as custodian of the securities and other
investments of the Plan.
(b) Custodian fees are paid by the Company, and not by the Plan;
however, brokerage commissions and transfer taxes on stock
purchases are paid by the Plan.
(c) Bankers Trust Company carries a $125,000,000 Bankers'
Blanket Bond in excess of a $10,000,000 deductible and
$375,000,000 in Excess Transit Insurance.
ITEM 7. REPORTS TO PARTICIPATING EMPLOYEES
Each participant in the Plan receives a statement as of the end
of each quarter setting forth their account balance. In
addition, each participant in the Plan is provided with an
employee benefits handbook containing Plan information and
documents constituting part of a Prospectus related to the
Plan.
To obtain additional information about the Plan, participants may
contact the Plan Administrator at:
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036-2774
Telephone (212) 345-5000
ITEM 8. INVESTMENT OF FUNDS
Not applicable.
ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements
The financial statements of the Plan are included in this
Form 11-K and consist of the statements of financial
condition of the Plan as of June 30, 1994 and 1993, the
statements of income and changes in plan equity for each of
the two years in the period ended June 30, 1994, and the
report of Deloitte & Touche, independent public accountants,
with respect thereto.
This Form 11-K also includes the supplemental schedule of
investments as of June 30, 1994 and 1993 and the
supplemental schedule of reportable transactions for the
period ended June 30, 1994.
(b) Exhibits
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the MARSH & McLENNAN COMPANIES INVESTMENT COMMITTEE has
duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
MARSH & McLENNAN COMPANIES STOCK
INVESTMENT PLAN
(Name of Plan)
Date: December 9, 1994 By: /s/ Frank J. Borelli
Chairman, Investment
Committee
INDEPENDENT AUDITORS' REPORT
To Marsh & McLennan Companies Investment Committee:
We have audited the accompanying statements of financial
condition of the Marsh & McLennan Companies Stock Investment Plan
(the "Plan") as of June 30, 1994 and 1993, and the related
statements of income and changes in plan equity for the years
then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all
material respects, the financial condition of the Plan at June
30, 1994 and 1993, and the income and changes in plan equity for
the years then ended in conformity with generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedules of Investments and Reportable Transactions
are presented for the purpose of additional analysis and are not
a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The
supplemental information by fund in the statements of financial
condition and the statements of income and changes in plan equity
is presented for the purpose of additional analysis rather than
to present the financial condition and income and changes in plan
equity of the individual funds. The supplemental schedules and
supplemental information by fund is the responsibility of the
Company's management. Such supplemental schedules and
supplemental information by fund have been subjected to the
auditing procedures applied in our audits of the basic financial
statements and, in our opinion, are fairly stated in all material
respects when considered in relation to the basic financial
statements taken as a whole.
DELOITTE & TOUCHE LLP
December 9, 1994
New York, New York
<TABLE>
MARSH & McLENNAN COMPANIES STOCK INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION
JUNE 30, 1994
Supplemental Information By Fund
Mutual Fund Fixed
ASSETS
Stock Shares Income
Loan Total
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CASH AND CASH EQUIVALENTS
$ 1,648,580 $ 94,720 $
455,345 $ 179 $ 2,198,824
INVESTMENTS AT MARKET VALUE:
Common stock of
Marsh & McLennan Companies, Inc.
(4,769,504 shares,cost $287,836,422)
397,657,396 - -
- 397,657,396
Putnam Investors Fund, Inc.
(910,404 shares, cost $7,528,285)
- 6,946,380 -
- 6,946,380
The Putnam Fund for Growth and Income
(1,336,644 shares, cost $16,768,644)
- 17,496,668 -
- 17,496,668
Putnam Daily Dividend Trust
(1,852,001 shares, cost $1,852,001)
- 1,852,001 -
- 1,852,001
Putnam American Government Trust
(207,609 shares, cost $2,140,748)
- 1,721,077 -
- 1,721,077
Putnam Voyager Fund
(1,135,735 shares, cost $10,947,648)
- 12,334,080 -
- 12,334,080
Fixed Income Fund (cost $100,876,367)
- -
100,876,367 - 100,876,367
397,657,396 40,350,206
100,876,367 - 538,883,969
LOANS RECEIVABLE - PARTICIPANTS
- - -
14,271,237 14,271,237
DIVIDENDS AND INTEREST RECEIVABLE
3,468,528 155,380
531,232 - 4,155,140
RECEIVABLE FROM (PAYABLE TO) COMPANY:
Contributions
(541,087) 65,216
10,266 - (465,605)
Employee Deposits
61,763 9,831
9,381 - 80,975
(479,324) 75,047
19,647 - (384,630)
TOTAL ASSETS
$402,295,180 $ 40,675,353
$101,882,591 $14,271,416 $559,124,540
LIABILITIES AND PLAN EQUITY
PAYABLE TO EMPLOYEES FOR PARTICIPANT LOANS
$ - $ - $ -
$ 691,795 $ 691,795
INTERFUND PAYABLE (RECEIVABLE)
604,308 38,778
48,709 (691,795) -
PAYABLE FOR INVESTMENTS PURCHASED
- 148,567 -
- 148,567
PLAN EQUITY
401,690,872 40,488,008
101,833,882 14,271,416 558,284,178
TOTAL LIABILITIES AND PLAN EQUITY
$402,295,180 $ 40,675,353
$101,882,591 $14,271,416 $559,124,540
See notes to financial statements.
</TABLE>
<TABLE>
MARSH & McLENNAN COMPANIES STOCK INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION
JUNE 30, 1993
Supplemental Information By Fund
Mutual Fund Fixed
ASSETS
Stock Shares Income
Loan Total
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CASH AND CASH EQUIVALENTS
$ - $ - $
19,994,505 $ 4 $ 19,994,509
INVESTMENTS AT MARKET VALUE:
Common stock of
Marsh & McLennan Companies, Inc.
(4,767,684 shares, cost $268,861,611)
416,576,390 - -
- 416,576,390
Putnam Investors Fund, Inc.
(610,699 shares, cost $5,010,891)
- 5,423,006 -
- 5,423,006
The Putnam Fund for Growth and Income
(957,516 shares, cost $11,473,213)
- 13,022,223 -
- 13,022,223
Putnam Daily Dividend Trust
(2,139,994 shares, cost $2,139,994)
- 2,139,994 -
- 2,139,994
Putnam American Government Trust
(194,745 shares, cost $2,098,480)
- 1,795,553 -
- 1,795,553
Putnam Voyager Fund
(785,648 shares, cost $6,783,105)
- 8,532,135 -
- 8,532,135
Fixed Income Fund (cost $93,004,551)
- -
93,004,551 - 93,004,551
416,576,390 30,912,911
93,004,551 - 540,493,852
LOANS RECEIVABLE - PARTICIPANTS
- - -
9,031,993 9,031,993
DIVIDENDS AND INTEREST RECEIVABLE
3,219,138 46,552
580,782 34,108 3,880,580
RECEIVABLE FROM (PAYABLE TO) COMPANY:
Contributions
(8,808) 6,944
9,927 - 8,063
Employee Deposits
174,338 25,624
25,742 - 225,704
165,530 32,568
35,669 - 233,767
RECEIVABLE FOR INVESTMENTS SOLD
20,690 - -
- 20,690
TOTAL ASSETS
$419,981,748 $30,992,031
$113,615,507 $ 9,066,105 $573,655,391
LIABILITIES AND PLAN EQUITY
PAYABLE TO EMPLOYEES FOR PARTICIPANT LOANS
$ - $ - $ -
$ 1,498,684 $ 1,498,684
INTERFUND PAYABLE (RECEIVABLE)
1,387,111 38,856
72,717 (1,498,684) -
PAYABLE FOR INVESTMENTS PURCHASED
20,703 41,853 -
- 62,556
PLAN EQUITY
418,573,934 30,911,322
113,542,790 9,066,105 572,094,151
TOTAL LIABILITIES AND PLAN EQUITY
$419,981,748 $30,992,031
$113,615,507 $ 9,066,105 $573,655,391
See notes to financial statements.
</TABLE>
<TABLE>
MARSH & McLENNAN COMPANIES STOCK INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED JUNE 30, 1994
Supplemental Information By Fund
Mutual Fund Fixed
Stock Shares Income
Loan Total
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INVESTMENT INCOME:
Dividends $
13,023,637 $ 2,693,894 $ -
$ - $ 15,717,531
Interest
831,265 69,633 6,646,234
4,227 7,551,359
13,854,902 2,763,527 6,646,234
4,227 23,268,890
NET REALIZED AND UNREALIZED
DEPRECIATION IN MARKET
VALUE OF INVESTMENTS
(19,880,777) (2,225,858) -
- (22,106,635)
(6,025,875) 537,669 6,646,234
4,227 1,162,255
CONTRIBUTIONS:
Employers
17,081,405 191,749 423,597
- 17,696,751
Employees-
Pre-tax
23,331,053 376,529 754,400
- 24,461,982
After-tax
6,952,167 81,135 206,782
- 7,240,084
Rollovers
369,644 2,571,292 295,684
- 3,236,620
47,734,269 3,220,705 1,680,463
- 52,635,437
DISTRIBUTIONS TO AND WITHDRAWALS BY
EMPLOYEES
(42,071,691) (2,698,920) (22,482,089)
(354,965) (67,607,665)
NET TRANSFERS BETWEEN FUNDS
(16,519,765) 8,517,232 2,446,484
5,556,049 -
INCREASE (DECREASE) IN PLAN EQUITY
(16,883,062) 9,576,686 (11,708,908)
5,205,311 (13,809,973)
PLAN EQUITY, June 30, 1993
418,573,934 30,911,322 113,542,790
9,066,105 572,094,151
PLAN EQUITY, June 30, 1994
$401,690,872 $40,488,008 $101,833,882
$14,271,416 $558,284,178
See notes to financial statements.
</TABLE>
<TABLE>
MARSH & McLENNAN COMPANIES STOCK INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED JUNE 30, 1993
Supplemental Information By Fund
Mutual Fund Fixed
Stock Shares Income
Loan Total
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INVESTMENT INCOME:
Dividends $
13,066,934 $ 1,918,697 $ -
$ - $ 14,985,631
Interest
37,397 1,267 7,557,690
56,310 7,652,664
13,104,331 1,919,964 7,557,690
56,310 22,638,295
NET REALIZED AND UNREALIZED
APPRECIATION IN MARKET VALUE
OF INVESTMENTS
48,234,094 2,044,684 -
- 50,278,778
61,338,425 3,964,648 7,557,690
56,310 72,917,073
CONTRIBUTIONS:
Employers
17,668,382 26,910 586,862
- 18,282,154
Employees-
Pre-tax
22,449,766 53,326 1,031,385
- 23,534,477
After-tax
8,474,626 10,270 298,010
- 8,782,906
Rollovers
259,365 1,091,298 764,118
- 2,114,781
48,852,139 1,181,804 2,680,375
- 52,714,318
DISTRIBUTIONS TO AND WITHDRAWALS BY
EMPLOYEES
(48,309,145) (2,500,227) (19,619,477)
(26,941) (70,455,790)
NET TRANSFERS BETWEEN FUNDS
(25,118,263) 4,420,773 11,660,754
9,036,736 -
INCREASE IN PLAN EQUITY
36,763,156 7,066,998 2,279,342
9,066,105 55,175,601
PLAN EQUITY, June 30, 1992
381,810,778 23,844,324 111,263,448
- 516,918,550
PLAN EQUITY, June 30, 1993
$418,573,934 $ 30,911,322 $113,542,790
$ 9,066,105 $572,094,151
See notes to financial statements.
</TABLE>
MARSH & McLENNAN COMPANIES STOCK
INVESTMENT PLAN
NOTES TO FINANCIAL
STATEMENTS
JUNE 30, 1994
(1) Accounting for the Plan:
The Marsh & McLennan Companies Stock Investment Plan (the
"Plan") is a defined contribution plan which allows
participants to contribute through payroll deductions
from
2% to 12% of their salary, on a pre- and/or after-tax
basis. The Company contributes to the Plan matching
contributions in an amount equal to two-thirds of the
aggregate amount of after-tax contributions and pre-tax
contributions contributed by or on behalf of
participants
employed by it, but only up to the first six percent
(6%)
of the aggregate of such contributions made by or on
behalf of each such participant. The Company's matching
contributions to a participant are suspended for 12
months
if the participant makes certain in-service withdrawals
from their Account. Employee and Company contributions
are subject to certain limitations in accordance with
Federal Income Tax Regulations.
The accompanying financial statements of the Plan have
been
prepared on an accrual basis. Interest and dividend
income are recognized when earned. Security
transactions
are recorded on a trade date basis.
The employee benefits handbook, containing Plan
information
and documents constituting part of a Prospectus, is
provided to each participant in the Plan.
(2) Related party transactions:
The Putnam Investors Fund, Inc., The Putnam Fund for
Growth
and Income, the Putnam Daily Dividend Trust, the Putnam
American Government Trust and the Putnam Voyager Fund
are
managed by a wholly-owned subsidiary of the Company.
The recordkeeper for the Plan, William M. Mercer, Inc. is
a
wholly-owned subsidiary of the Company.
(3) Loans receivable-participants:
Effective April 1, 1993, plan participants may borrow
funds
from their account subject to certain limits and
conditions. Outstanding loans, which are secured by the
participants' interest in the Plan, are generally repaid
through payroll deductions or, at the option of the
participant, the total outstanding balance may be
prepaid
anytime after the completion of 12 months of payroll
deduction repayments. Participants' loan repayments and
any interest due are paid into the participants'
account.
During the Plan years ended June 30, 1994 and 1993,
loans
to participants amounted to $9,371,875 and $9,062,743,
respectively and repayments from participants, including
interest, amounted to $4,600,681 and $253,381,
respectively.
(4) Fixed income investments:
The investments in the Fixed Income Fund are shown in
thestatements of financial condition at cost plus
accrued
interest as of June 30, 1994 and 1993. The investments
in
the Fixed Income Fund are guaranteed by the issuing
institution as to principal and interest.
(5) Federal income taxes:
The Internal Revenue Service has determined and informed
the Company by a letter dated July 13, 1990, that the
Plan
and related trust are designed in accordance with
applicable sections of the Internal Revenue Code
("IRC").
The Plan has been amended since receiving the
determination letter. However, the Company believes
that
the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC.
Therefore, no provision for income taxes has been
included
in the Plan's financial statements.
(6) Payable for employees' accounts withdrawn:
Payables to employees who have elected to withdraw from
their account but have not yet been paid, amounted to
$5,868,760 and $10,485,656 at June 30, 1994 and 1993,
respectively. These amounts have not been accrued as
liabilities in the accompanying financial statements.
These amounts, however, have been accrued as liabilities
on Form 5500 in accordance with Department of Labor
regulations.
(7) Subsequent event:
The Plan is being amended and restated effective June 30,
1994, to conform to changes in the Internal Revenue Code
and other modifications to the Plan since the last
determination letter dated July 13, 1990. Effective
July
1, 1994, the Company has applied for a new determination
letter to convert the Plan to an Employee Stock
Ownership
Plan ("ESOP") as defined in the Internal Revenue Code.
Conversion to an ESOP will provide participants with
additional flexibility as to the receipt of dividends
paid
on Company Stock held by the Plan.
<TABLE>
SCHEDULE I
MARSH & McLENNAN COMPANIES STOCK INVESTMENT PLAN
SUPPLEMENTAL SCHEDULE OF INVESTMENTS
AS OF JUNE 30, 1994 AND 1993
PRINCIPAL AMOUNT OR
NUMBER OF SHARES
1994
1993
1994 1993
COST
MARKET COST MARKET
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<C> <C>
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2,198,824 19,994,509 CASH AND CASH EQUIVALENTS
$ 2,198,824 $
2,198,824 $ 19,994,509 $ 19,994,509
COMMON STOCK:
4,769,504 4,767,684 MARSH & McLENNAN COMPANIES,
INC. 287,836,422
397,657,396 268,861,611 416,576,390
MUTUAL FUNDS:
910,404 610,699 PUTNAM INVESTORS FUND, INC.
7,528,285
6,946,380 5,010,891 5,423,006
1,336,644 957,516 THE PUTNAM FUND FOR GROWTH
AND INCOME 16,768,644
17,496,668 11,473,213 13,022,223
1,852,001 2,139,994 PUTNAM DAILY DIVIDEND TRUST
1,852,001
1,852,001 2,139,994 2,139,994
207,609 194,745 PUTNAM AMERICAN GOVERNMENT
TRUST 2,140,748
1,721,077 2,098,480 1,795,553
1,135,735 785,648 PUTNAM VOYAGER FUND
10,947,648
12,334,080 6,783,105 8,532,135
39,237,326
40,350,206 27,505,683 30,912,911
FIXED INCOME FUND:
INSURANCE COMPANY GUARANTEED
INVESTMENT CONTRACTS:
15,962,152 15,109,420 COMMONWEALTH INSURANCE
COMPANY,
VARIABLE RATE, OPEN ENDED
15,962,152
15,962,152 15,109,420 15,109,420
- 11,114,852 EQUITABLE LIFE COMPANIES
9.90%, DUE MARCH 31, 1993
-
- 11,114,852 11,114,852
4,071,741 - EQUITABLE LIFE COMPANIES
9.90%, DUE SEPTEMBER 30,
1994 4,071,741
4,071,741 - -
5,493,104 14,960,793 PROVIDENT NATIONAL
ASSURANCE COMPANY,
10.15%, DUE SEPTEMBER 30,
1994 5,493,104
5,493,104 14,960,793 14,960,793
23,199,906 21,633,631 PRUDENTIAL INSURANCE
COMPANY,
7.24%, DUE JULY 31, 1996
23,199,906
23,199,906 21,633,631 21,633,631
15,848,843 15,092,699 PRINCIPAL MUTUAL LIFE
INSURANCE CO.,
5.01% DUE MARCH 31, 1995
15,848,843
15,848,843 15,092,699 15,092,699
15,870,454 15,093,156 HARTFORD LIFE INSURANCE
COMPANY,
5.15%, DUE MARCH 31, 1995
15,870,454
15,870,454 15,093,156 15,093,156
10,109,762 - METROPOLITAN LIFE INSURANCE
COMPANY,
6.75%, DUE MARCH 31, 1999
10,109,762
10,109,762 - -
10,320,405 - TRAVELERS INSURANCE
COMPANY,
5.58%, DUE SEPTEMBER 30,
1997 10,320,405
10,320,405 - -
100,876,367
100,876,367 93,004,551 93,004,551
LOANS RECEIVABLE -
PARTICIPANTS 14,271,237
14,271,237 9,031,993 9,031,993
</TABLE>
$444,420,176
$555,354,030 $418,398,347 $569,520,354
<TABLE>
SCHEDULE II
MARSH & McLENNAN COMPANIES STOCK INVESTMENT PLAN
SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE TWELVE MONTHS ENDED JUNE 30, 1994
CURRENT NET
DESCRIPTION OF ASSET
COST OF ASSET VALUE OF ASSET
GAIN (LOSS)
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TRANSACTIONS BY ISSUE:
BANKERS TRUST COMPANY OF NEW YORK
PYRAMID CASH TEMPORARY FUND
INVESTMENTS
447 PURCHASES
$63,108,349 $63,108,349
$ -
233 SALES
80,904,034 80,904,034
-
</TABLE>
