Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MARSH & McLENNAN COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-2668272
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1166 Avenue of the Americas
New York, New York 10036-2774
(Address of Principal Executive Offices)
MARSH & McLENNAN COMPANIES 1994 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
GREGORY F. VAN GUNDY, ESQ.
General Counsel and Secretary
MARSH & McLENNAN COMPANIES, INC.
1166 Avenue of the Americas
New York, New York 10036-2774
(212) 345-5000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed maximum Amount
securities Amounts maximum aggregate of
to be to be offering price offering registration
registered registered per share(1) price(1) fee
Common Stock,
$1.00 par value
per share,
together with
associated
Preferred
Stock Purchase
Rights . . . . 4,000,000 $85.25 $341,000,000 $117,586.21
(1)Estimated for calculation of registration fee only, pursuant to
Rule 457, on the basis of the average of the high and low prices at
which securities of the same class were sold on June 28, 1994.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
There is incorporated herein by reference the information
contained in the Annual Report on Form 10-K of the registrant for
the fiscal year ended December 31, 1993, all other reports filed
and to be filed by the registrant pursuant to sections 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
subsequent to the end of the fiscal year ended December 31, 1993,
the Proxy Statement of the registrant distributed in connection
with the annual meeting of stockholders of the registrant held on
May 17, 1994, all other definitive proxy statements or information
statements filed or to be filed subsequent to the date hereof
pursuant to section 14 of the Exchange Act in connection with an
annual or special meeting of stockholders of the registrant and the
description of the common stock and associated preferred stock
purchase rights of the registrant contained in the registration
statements of the registrant filed under section 12 of the Exchange
Act including any amendment or report filed for the purpose of
updating such descriptions, all as filed with the Commission. All
information contained in any reports or documents filed by the
registrant pursuant to sections 13(a) and (c), 14 and 15(d) of the
Exchange Act after the effective date of this registration
statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and
to be a part hereof from the date of filing of each such document.
Item 4. Description of Securities
See "Incorporation of Documents by Reference."
Item 5. Interests of Named Experts and Counsel
The legality of the securities being offered under the Plan
has been passed upon by Gregory Van Gundy, General Counsel of the
registrant.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of
Delaware empowers a corporation, such as the registrant, to
indemnify its officers, directors, employees and agents for certain
of their acts. The Restated Certificate of Incorporation and
By-Laws of the registrant provide that the registrant shall
indemnify directors and officers of the registrant to the fullest
extent authorized by Delaware law and that the registrant may
advance expenses incurred by the director or officer in defending
a suit, provided that under certain conditions such advance must be
repaid. Certain compensation and benefit plans of the registrant
also contain similar indemnification language.
Section 102(b)(7) of the General Corporation Law of the State
of Delaware provides that a certificate of incorporation may
contain a provision eliminating or limiting the personal liability
of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that
such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit. The Restated
Certificate of Incorporation of the registrant eliminates liability
of directors to the registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director to the full
extent permitted by this section.
The Restated Certificate of Incorporation also provides that
the registrant may maintain insurance to protect any director or
officer of registrant against any expense, liability or loss,
whether or not the registrant would have the power to indemnify
such person against such expense, liability or loss under the
General Corporation Law of the State of Delaware. The registrant
maintains insurance policies with respect to certain liabilities
incurred by its directors and officers acting in such capacities,
as well as fiduciary liability insurance which covers, among
others, those officers and directors of the registrant who are
"fiduciaries" with respect to the registrant's employee benefit
plans.
Item 7. Exemption from Registration Claimed
Inapplicable
Item 8. Exhibits
(4) The Marsh & McLennan Companies 1994 Employee Stock
Purchase Plan.
(5) Opinion of Gregory Van Gundy, Esq.
(23) Consent of Gregory Van Gundy is included in Exhibit 5
(23) Consent of Deloitte & Touche.
Item 9. Undertakings
Rule 415 Offering.
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;
(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, Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed 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.
Subsequent Exchange Act Documents.
The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Indemnification.
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 foregoing
provisions, 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of New York and State of New York on this 29th day of June, 1994.
MARSH & McLENNAN COMPANIES, INC.
By: /s/ A.J.C. SMITH
A.J.C. Smith
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons in the capacities and on the date indicated.
Signatures Title Date
/s/ A.J.C. SMITH Chairman of the Board, June 29, 1994
/s/ A.J.C. SMITH Chief Executive
Officer and Director
/s/ FRANK J. BORELLI Senior Vice President, June 29, 1994
/s/ FRANK J. BORELLI Chief Financial
Officer and Director
/s/ DOUGLAS C. DAVIS Vice President and June 29, 1994
/s/ DOUGLAS C. DAVIS Controller (Chief
Accounting Officer)
/s/ LEWIS W. BERNARD Director June 29, 1994
/s/ LEWIS W. BERNARD
/s/ RICHARD H. BLUM Director June 29, 1994
/s/ RICHARD H. BLUM
/s/ ROBERT CLEMENTS Director June 29, 1994
/s/ ROBERT CLEMENTS
/s/ PETER COSTER Director June 29, 1994
/s/ PETER COSTER
/s/ R.J. GROVES Director June 29, 1994
/s/ R.J. GROVES
/s/ RICHARD E. HECKERT Director June 29, 1994
/s/ RICHARD E. HECKERT
/s/ RICHARD S. HICKOK Director June 29, 1994
/s/ RICHARD S. HICKOK
/s/ DAVID D. HOLBROOK Director June 29, 1994
/s/ DAVID D. HOLBROOK
/s/ ROBERT M.G. HUSSON Director June 29, 1994
/s/ ROBERT M.G. HUSSON
/s/ LAWRENCE J. LASSER Director June 29, 1994
/s/ LAWRENCE J. LASSER
/s/ RICHARD M. MORROW Director June 29, 1994
/s/ RICHARD M. MORROW
/s/ GEORGE PUTNAM Director June 29, 1994
/s/ GEORGE PUTNAM
/s/ ADELE SMITH SIMMONS Director June 29, 1994
/s/ ADELE SMITH SIMMONS
/s/ JOHN T. SINNOTT Director June 29, 1994
/s/ JOHN T. SINNOTT
/s/ FRANK J. TASCO Director June 29, 1994
/s/ FRANK J. TASCO
/s/ R.J. VENTRES Director June 29, 1994
/s/ R.J. VENTRES
/s/ PHILIP L. WROUGHTON Director June 29, 1994
/s/ PHILIP L. WROUGHTON
EXHIBIT INDEX
Exhibit No. Description
4 The Marsh & McLennan Companies
1994 Employee Stock Purchase
Plan
5 Opinion of Gregory Van Gundy, Esq.
23 Consent of Gregory Van Gundy
included in Exhibit 5
23 Consent of Deloitte & Touche
MARSH & McLENNAN COMPANIES
1994 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of the Plan is to provide
eligible employees a convenient opportunity to purchase Stock
through annual offerings financed by payroll deductions.
2. Definitions. The following terms, when used in
the Plan, shall have the following meanings:
(a) "Base Compensation" -- Base Compensation shall be
an employee's total compensation received during an offering
period as determined under the Code for computing taxes for FICA
purposes, including contributions made by the Company on behalf
of each employee to any tax-qualified pension benefit plan
pursuant to Section 401(k) of the Code, but shall exclude any
bonus, incentive or other similar extraordinary remuneration
received by such employee. In addition, "Base Compensation"
shall include that portion of commissions earned by those
employees of Putnam Investments, Inc. or its subsidiaries who
are wholesalers or defined contribution plan sales
representatives, which portion, for any such employee, when added
to other compensation included in this definition, does not
exceed $125,000, or such other figure as may subsequently be
approved by the Committee.
(b) "Board" -- The Board of Directors of MMC.
(c) "Code" -- The Internal Revenue Code of 1986, as
amended.
(d) "Committee" -- The Compensation Committee of the
Board.
(e) "Company" -- MMC and its Subsidiaries.
(f) "Exchange Act" -- The Securities Exchange Act of
1934, as amended.
(g) "Fair Market Value" -- Fair Market Value of a
share of Stock on a given date shall be the average of the high
and low prices of the Stock on the New York Stock Exchange, Inc.
composite tape on such date, or if no sales of the Stock were
made on said Exchange on that date, the average of the high and
low prices of the Stock on the next preceding day on which sales
were made on said Exchange.
(h) "MMC" -- Marsh & McLennan Companies, Inc., a
Delaware corporation.
(i) "Plan" -- this Marsh & McLennan Companies 1994
Employee Stock Purchase Plan.
(j) "Stock" -- Common stock, par value $1.00 per
share, of MMC.
(k) "Subsidiary" -- a corporation is a Subsidiary of
MMC if it meets the test of Section 424(f) of the Code and the
regulations promulgated thereunder.
3. Administration. The Plan shall be administered by
the Committee, which shall be composed of disinterested persons
as such term is defined in the rules of the Securities and
Exchange Commission, and whose actions and determinations on
matters related to the Plan shall be conclusive. Subject to the
express provisions of the Plan, the powers of the Committee
include having the authority, in its discretion, to:
(a) define, prescribe, amend and rescind rules,
regulations, procedures, terms and conditions relating to the
Plan; and
(b) make all other determinations necessary or
advisable for administering the Plan, including, but not limited
to, interpreting the Plan, correcting defects, reconciling
inconsistencies and resolving ambiguities.
4. Stock Subject to the Plan. (a) The aggregate
number of shares of Stock which may be sold under the Plan shall
not exceed four million (4,000,000), plus the number of shares of
Stock (not to exceed 600,000 shares) remaining unsold under the
MMC 1990 Employee Stock Purchase Plan after the end of the 1993-
1994 offering period thereunder.
(b) If the number of shares of Stock that
participating employees become entitled to purchase is greater
than the shares of Stock offered in a particular offering period
or remaining available, the available shares of Stock shall be
allocated by the Committee among such participating employees in
such manner as it deems fair and equitable.
(c) In the event of any change in the Stock, through
recapitalization, merger, consolidation, stock dividend or split,
combination or exchanges of shares or otherwise, the Committee
may make such equitable adjustments in the Plan and the then
outstanding offerings as it deems necessary and appropriate,
including but not limited to changing the number of shares of
Stock reserved under the Plan, and the price of the current
offering.
(d) Shares of Stock which are to be delivered under
the Plan may be obtained by MMC from its treasury, by purchases
on the open market or from private sources, or by issuing
authorized but unissued shares of its Stock. Any issuance of
authorized but unissued Stock shall be approved by the Board or
the Committee. Shares of authorized but unissued Stock may not
be delivered under the Plan if the purchase price thereof is less
than the par value of the Stock. Subject to the provisions of
Section 8(b) below, fractional shares of Stock may be issued and
sold under the Plan.
5. Eligibility. All employees of MMC or such of its
Subsidiaries as shall be designated by MMC will be eligible to
participate in the Plan, in accordance with such rules as may be
prescribed from time to time; provided, however, that such rules
shall neither permit nor deny participation in the Plan contrary
to the requirements of the Code (including, but not limited to,
Section 423(b)(3), (4) and (8) thereof) and regulations
promulgated thereunder. No employee shall be eligible to
participate in the Plan if his or her customary employment is
less than 20 hours per week or if he or she has been employed by
the Company for less than six months. No employee may be granted
an option under the Plan if such employee, immediately after the
option is granted, owns 5% or more of the total combined voting
power or value of the Stock of MMC or any subsidiary. For
purposes of the preceding sentence, the rules of Section 424(d)
of the Code shall apply in determining the stock ownership of an
employee, and stock which the employee may purchase under
outstanding options shall be treated as stock owned by the
employee.
6. Offerings, Participation. (a) MMC may make one or
more offerings of 12 months' duration each, to eligible employees
to purchase Stock under the Plan, and an eligible employee may
participate in such offering at such time(s) as determined by the
Committee by authorizing a payroll deduction for such purpose in
terms of whole number percentages up to a maximum of twelve
percent (12%) of his or her Base Compensation. The Committee may
at any time suspend an offering if required by law or the best
interests of the Company. MMC's obligation to sell and deliver
Stock under the Plan is subject to the approval of any
governmental authority required in connection with the
authorization, issuance or sale of such Stock.
(b) Each participant in an Offer may be requested to
notify the Company of any disposition of shares of Common Stock
purchased pursuant to the Plan prior to the expiration of the
holding periods set forth in section 423(a) of the Code.
7. Deductions. (a) The Company will maintain
payroll deduction accounts for all participating employees, and
shall credit such accounts with interest at such rate as the
Committee may from time to time determine. All funds received or
held by the Company under the Plan need not be segregated from
other corporate funds and may be used for any corporate purpose.
(b) Subject to rules, procedures and forms adopted by
or at the direction of the Committee, an employee may at any time
increase, decrease or suspend his or her payroll deduction or may
withdraw the balance of his or her payroll deduction account and
thereby withdraw from participation in an offering.
(c) Any balance remaining in any employee's payroll
deduction account at the end of an offering period will be repaid
to such employee.
(d) In the event of a participating employee's
retirement, death or termination of employment, his or her
participation in any offering under the Plan shall cease, no
further amounts shall be deducted pursuant to the Plan, and the
balance in the employee's account shall be paid to the employee,
or, in the event of the employee's death, to the employee's
beneficiary under the MMC basic group life insurance program.
8. Purchase, Limitations. (a) Within the
limitations of Section 8(d) below, each employee participating in
any offering under the Plan will be granted an option, upon the
effective date of such offering, for as many shares of Stock as
the amount of the employee's payroll deduction account at the end
of any offering can purchase.
(b) As of the last day of the offering period, the
payroll deduction account of each participating employee shall be
totaled. Subject to the provisions of Section 7(b) above, if
such account contains sufficient funds to purchase one or more
shares of Stock as of that date, the employee shall be deemed to
have exercised an option to purchase the largest number of shares
of Stock at the price determined under Section 8(c) below; such
employee's account will be charged, on that date, for the amount
of the purchase, and for all purposes under the Plan the employee
shall be deemed to have acquired the shares of Stock on that
date. The registrar for MMC will make an entry on its books and
records evidencing that such shares (including any partial share)
have been duly issued as of that date; provided, however, that an
employee may in the alternative elect in writing prior thereto to
receive a stock certificate representing the amount of such full
shares acquired (the value of any partial share to be returned to
such employee by check).
(c) On or before the effective date of each offering,
the Committee shall determine the purchase price of the shares of
Stock which are to be sold under the offering or the formula for
determining such price; provided, however, that no such price may
be less than the lesser of (i) an amount equal to 85 percent of
the Fair Market Value of the Stock at the time such option is
granted, or (ii) an amount equal to 85 percent of the Fair Market
Value of the Stock at the time such option is exercised.
(d) No employee may be granted an option under the
Plan which permits his or her rights to purchase Stock under the
Plan, and any other stock purchase plan of MMC and its
subsidiaries qualified under Section 423 of the Code, to accrue
at a rate which exceeds $25,000 (or such amount as may be
adjusted from time to time under pertinent regulations of the
Code) of the Fair Market Value of such Stock (determined at the
effective date of the offering) for each calendar year in which
the option is outstanding at any time. In addition, the maximum
number of shares which a participating employee may purchase
pursuant to any one offering period shall be the number of shares
determined by (i) multiplying the amount of the participating
employee's Base Compensation as of the pay period immediately
preceding the date he or she is first granted an option pursuant
to such offering period by the number of pay periods from such
date to the end of the offering period, and (ii) dividing that
product by the Fair Market Value of a share of Stock on such
date.
(e) None of the rights or privileges of a stockholder
of MMC, including without limitation rights to vote and receive
dividends, shall exist with respect to shares of Stock purchased
under the Plan until the date on which the shares of Stock are
deemed to be acquired pursuant to Section 8(b) above.
(f) (i) Notwithstanding anything in the Plan to the
contrary, in the event of a change in control of the Company, if
the Committee determines that the operation or administration of
the Plan could prevent participating employees from obtaining the
benefit of the timely exercise of their options under the Plan,
the Plan may be terminated in any manner deemed by the Committee
to provide equitable treatment to participating employees.
Equitable treatment may include, but is not limited to, the
payment to each participating employee of the amount of
contributions and interest standing to such participating
employee's account as of the date of the change in control, plus
an additional amount determined by (A) calculating the number of
full shares of stock that could have been purchased for the
participating employee immediately prior to the change in control
with such amount at the purchase price (determined under Section
8(c)) at the time the option is granted (the "Purchase Price")
and (B) multiplying that number of Shares by the difference
between the Purchase Price per Share and the highest price paid
per share of Stock in connection with the change in control of
the Company.
(ii) For purposes of the Plan, a "change in
control" of the Company shall have occurred if:
(A) any "person", as such term is used in
Sections 13(d) and 14(d) of the Exchange Act (other than the
Company, any trustee or other fiduciary holding securities under
an employee benefit plan of the Company or any corporation owned,
directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of
the Company), is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of the
combined voting power of the Company's then outstanding
securities;
(B) during any period of two consecutive years,
individuals who at the beginning of such period constitute the
Board and any new director (other than a director designated by a
person who has entered into an agreement with the Company to
effect a transaction described in clause (A), (C) or (D) of this
Section) whose election by the Board or nomination for election
by the Company's stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either
were directors at the beginning of the period or whose election
or nomination for election was previously so approved, cease for
any reason to constitute at least a majority thereof;
(C) the stockholders of the Company approve a
merger or consolidation of the Company with any other
corporation, other than (a) a merger or consolidation which would
result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting
securities of the surviving entity) more than 50% of the combined
voting power of the voting securities of the Company or such
surviving entity or any parent of the Company or such surviving
entity outstanding immediately after such merger or consolidation
or (b) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which
no "person" (as hereinabove defined) acquired more than 50% of
the combined voting power of the Company's then outstanding
securities; or
(D) the stockholders of the Company approve a
plan of complete liquidation of the Company or an agreement for
the sale or disposition by the Company of all or substantially
all of the Company's assets (or any transaction having a similar
effect).
9. No Transfer. (a) No option, right or benefit under
the Plan may be transferred by a participating employee other
than by will or the laws of descent and distribution, and all
options, rights and benefits under the Plan may be exercised
during the participating employee's lifetime only by such
employee.
(b) Book entry accounts, or certificates for Stock
purchased under the Plan may be maintained, or registered, as the
case may be, only in the name of the participating employee, or,
if such employee so indicates on an appropriate form provided by
the Company, in his or her name jointly with a member of his or
her family, with right of survivorship. An employee who is a
resident of a jurisdiction which does not recognize such a joint
tenancy may have such account maintained, or such certificates
registered, in the employee's name as tenant in common with a
member of the employee's family, without right of survivorship.
10. Effective Date of the Plan. The Plan shall become
effective upon its approval by the affirmative vote of the
holders of a majority of the outstanding shares of Stock present,
or represented, and entitled to vote at the meeting of
stockholders of MMC to be held on May 17, 1994, or any
adjournment thereof.
11. Amendment and Termination. Subject to the
provisions of Section 4(b) above, the Plan shall terminate
coincident with the completion of any offering under which the
limitation on the total number of shares in Section 4(a) above
has been reached. The Board may at any time terminate the Plan,
or make such amendment of the Plan as it may deem advisable.
12. Governing Law. The Plan shall be interpreted,
construed and administered in accordance with the laws of the
State of Delaware, without giving effect to principles of
conflict of laws, to the extent not preempted by federal law.
June 29, 1994
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036-2774
Re: Registration Statement on Form S-8
Gentlemen:
As General Counsel of Marsh & McLennan Companies, Inc., a Delaware
corporation (the "Corporation"), I am familiar with the preparation
and filing of a registration statement on Form S-8 (the
"registration statement") to register under the Securities Act of
1933, as amended, 4,000,000 shares of the Common Stock of the
Corporation, $1.00 par value per share (the "Common Stock"),
issuable pursuant to the Corporation's 1994 Employee Stock Purchase
Plan (the "Plan").
As a basis for the opinion herein set forth, I have examined
original, photostatic or certified copies of such records of the
Corporation and such communications of officers and representatives
of the Corporation and such other documents and certificates as I
have deemed relevant and necessary. In such examination I have
assumed the genuineness of all signatures and the authenticity of
all documents submitted to me as originals and the conformity to
authentic originals of all documents submitted to me as certified
or photostatic copies. As to various questions of fact material to
such opinion, I have relied upon certificates of officers of the
Corporation.
Based upon the foregoing, I am of the opinion that the shares of
Common Stock to be issued by the Corporation will be, when issued
pursuant to the Plan, legally issued, fully paid and nonassessable.
I consent to being named in the aforesaid registration statement
under the item captioned "Interests of Named Experts and Counsel"
as counsel who is passing on the legality of the issuance of the
Common Stock and to your filing copies of this letter as an Exhibit
to such registration statement.
Very truly yours,
/s/Gregory Van Gundy
GVG/cb
INDEPENDENT AUDITORS' CONSENT
Marsh & McLennan Companies, Inc.:
We consent to the incorporation by reference in this
registration statement of Marsh & McLennan Companies, Inc. on Form
S-8 of our reports dated February 25, 1994 appearing in and
incorporated by reference in the Annual Report on Form 10-K of
Marsh & McLennan Companies, Inc. for the year ended December 31,
1993.
DELOITTE & TOUCHE
New York, New York
June 29, 1994
