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, 1995
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<PAGE>
MARSH & McLENNAN COMPANIES, INC.
INFORMATION REQUIRED FOR FORM 11-K ANNUAL REPORT
MARSH & McLENNAN COMPANIES STOCK INVESTMENT PLAN
JUNE 30, 1995
ITEM 1. CHANGES IN THE PLAN
During 1994, the Board of Directors (the "Board") of Marsh &
McLennan Companies, Inc. (the "Company") authorized the
conversion of the Marsh & McLennan Companies Stock Investment
Plan (the "Plan") into an Employee Stock Ownership Plan
("ESOP") as defined in the Internal Revenue Code. This
conversion was effective July 1, 1994 and (i) allows
participants the option to receive dividends on their MMC
shares as cash payments each quarter, and (ii) gives
participants the option of taking an in-service withdrawal or
a full distribution in shares of MMC stock rather than cash.
Amendments to the Plan were also made at the time of
conversion which (i) allows participants whose combination of
age and years of Plan participation equal at least 65 to elect
investment diversification, (ii) eliminates the 24-month
maturation period on the Company match, and (iii) provides for
automatic distribution of account balances of $3,500 or less
to former employees.
ITEM 2. CHANGES IN INVESTMENT POLICY
There were no material changes which took effect during the year
ended June 30, 1995 in the investment policy of the Plan.
ITEM 3. CONTRIBUTIONS UNDER THE PLAN
Not applicable.
ITEM 4. PARTICIPATING EMPLOYEES
There were 9,885 participants in the Plan as of June 30, 1995.
By fund, the participants had approximately 9,358, 2,693,
1,205 and 2,013 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.
<PAGE>
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. 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.
<PAGE>
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, 1995 and 1994, the
statements of income and changes in plan equity for each of
the two years in the period ended June 30, 1995, and the
report of Deloitte & Touche LLP, independent auditors, with
respect thereto.
This Form 11-K also includes the supplemental schedule of
investments as of June 30, 1995 and 1994 and the
supplemental schedule of reportable transactions for the
period ended June 30, 1995.
(b) Exhibits
None.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the MARSH & McLENNAN COMPANIES STOCK INVESTMENT PLAN
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 1, 1995 By: /s/ Frank J. Borelli
Chairman, Stock Investment
Plan Committee
<PAGE>
INDEPENDENT AUDITORS' REPORT
To Marsh & McLennan Companies Stock Investment Plan Committee:
We have audited the accompanying statements of financial
condition of the Marsh & McLennan Companies Stock Investment Plan
(the "Plan") as of June 30, 1995 and 1994, and the related
statements of income and changes in plan equity for the years
then ended. These financial statements are the responsibility of
the Plan'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, 1995 and 1994, 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
Plan'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 1, 1995
New York, New York<PAGE>
MARSH & McLENNAN COMPANIES STOCK INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION
JUNE 30, 1995
Supplemental Information By Fund
Mutual Fund
ASSETS Stock Shares
CASH AND CASH EQUIVALENTS $ - $ 977,841
INVESTMENTS AT MARKET VALUE:
Common stock of
Marsh & McLennan Companies, Inc.
(4,740,904 shares,cost $302,531,096) 384,605,837 -
Putnam Investors Fund, Inc.
(1,361,337 shares, cost $10,976,784) - 11,761,953
The Putnam Fund for Growth and Income
(1,778,373 shares, cost $22,864,945) - 26,462,197
Putnam Global Growth Fund
(217,258 shares, cost $2,032,373) - 2,092,196
Putnam Diversified Income Fund
(163,356 shares, cost $1,924,781) - 1,948,831
Putnam Voyager Fund
(1,872,222 shares, cost $19,906,546) - 25,256,272
Fixed Income Fund (cost $92,177,375) - -
384,605,837 67,521,449
LOANS RECEIVABLE - PARTICIPANTS - -
DIVIDENDS AND INTEREST RECEIVABLE 3,444,613 189,237
RECEIVABLE FROM (PAYABLE TO) COMPANY:
Contributions 30,110 (29)
Employee Deposits (2,411) (699)
27,699 (728)
TOTAL ASSETS $388,078,149 $68,687,799<PAGE>
Fixed
Income Loan Total
$ 5,184,411 $ 197 $ 6,162,449
- - 384,605,837
- - 11,761,953
- - 26,462,197
- - 2,092,196
- - 1,948,831
- - 25,256,272
92,177,375 - 92,177,375
92,177,375 - 544,304,661
- 15,313,671 15,313,671
514,975 - 4,148,825
(2,930) - 27,151
616 - (2,494)
(2,314) - 24,657
$ 97,874,447 $15,313,868 $569,954,263<PAGE>
Mutual Fund
LIABILITIES AND PLAN EQUITY Stock Shares
PAY TO EMPLOYEES FOR PARTICIPANT LOANS $ - $ -
INTERFUND PAYABLE (RECEIVABLE) 1,491,833 (336,189)
PAYABLE FOR INVESTMENTS PURCHASED - 187,514
PLAN EQUITY 86,586,316 68,836,474
TOTAL LIABILITIES AND PLAN EQUITY $388,078,149 $68,687,799
See notes to financial statements.
<PAGE>
Fixed
Income Loan Total
$ - $ 642,078 $ 642,078
(513,566) (642,078) -
- - 187,514
98,388,013 15,313,868 569,124,671
$ 97,874,447 $15,313,868 $569,954,263<PAGE>
MARSH & McLENNAN COMPANIES STOCK INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION
JUNE 30, 1994
Supplemental Information By Fund
Mutual Fund
ASSETS Stock Shares
CASH AND CASH EQUIVALENTS $ 1,648,580 $ 94,720
INVESTMENTS AT MARKET VALUE:
Common stock of
Marsh & McLennan Companies, Inc.
(4,769,504 shares,cost $287,836,422) 397,657,396 -
Putnam Investors Fund, Inc.
(910,404 shares, cost $7,528,285) - 6,946,380
The Putnam Fund for Growth and Income
(1,336,644 shares, cost $16,768,644) - 17,496,668
Putnam Daily Dividend Trust
(1,852,001 shares, cost $1,852,001) - 1,852,001
Putnam American Government Trust
(207,609 shares, cost $2,140,748) - 1,721,077
Putnam Voyager Fund
(1,135,735 shares, cost $10,947,648) - 12,334,080
Fixed Income Fund (cost $100,876,367) - -
397,657,396 40,350,206
LOANS RECEIVABLE - PARTICIPANTS - -
DIVIDENDS AND INTEREST RECEIVABLE 3,468,528 155,380
RECEIVABLE FROM (PAYABLE TO) COMPANY:
Contributions (541,087) 65,216
Employee Deposits 61,763 9,831
(479,324) 75,047
TOTAL ASSETS $402,295,180 $40,675,353<PAGE>
Fixed
Income Loan Total
$ 455,345 $ 179 $ 2,198,824
- - 397,657,396
- - 6,946,380
- - 17,496,668
- - 1,852,001
- - 1,721,077
- - 12,334,080
100,876,367 - 100,876,367
100,876,367 - 538,883,969
- 14,271,237 14,271,237
531,232 - 4,155,140
10,266 - (465,605)
9,381 - 80,975
19,647 - (384,630)
$101,882,591 $14,271,416 $559,124,540<PAGE>
Mutual Fund
LIABILITIES AND PLAN EQUITY Stock Shares
PAY TO EMPLOYEES FOR PARTICIPANT LOANS $ - $ -
INTERFUND PAYABLE (RECEIVABLE) 604,308 38,778
PAYABLE FOR INVESTMENTS PURCHASED - 148,567
PLAN EQUITY 401,690,872 40,488,008
TOTAL LIABILITIES AND PLAN EQUITY$402,295,180 $ 40,675,353
See notes to financial statements.
<PAGE>
Fixed
Income Loan Total
$ - $ 691,795 $ 691,795
48,709 (691,795) -
- - 148,567
101,833,882 14,271,416 558,284,178
$101,882,591 $14,271,416 $559,124,540
<PAGE>
MARSH & McLENNAN COMPANIES STOCK INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED JUNE 30, 1995
Supplemental Information By Fund
Mutual Fund
Stock Shares
INVESTMENT INCOME:
Dividends $ 13,850,600 $ 2,849,876
Interest 1,194,972 113,579
15,045,572 2,963,455
NET REALIZED AND UNREALIZED
APPRECIATION/(DEPRECIATION) IN
MARKET VALUE OF INVESTMENTS (10,092,133) 8,318,168
4,953,439 11,281,623
CONTRIBUTIONS:
Employers 16,554,785 331,097
Employees-
Pre-tax 23,894,676 608,513
After-tax 5,579,825 110,029
Rollovers 444,571 2,521,583
46,473,857 3,571,222
DISTRIBUTIONS TO AND WITHDRAWALS
BY EMPLOYEES (37,845,029) (4,244,362)
NET TRANSFERS BETWEEN FUNDS (28,686,823) 17,739,983
INC/(DEC) IN PLAN EQUITY (15,104,556) 28,348,466
PLAN EQUITY, June 30, 1994 401,690,872 40,488,008
PLAN EQUITY, June 30, 1995 $386,586,316 $68,836,474
See notes to financial statements.<PAGE>
Fixed
Income Loan Total
$ - $ - $ 16,700,476
6,175,588 212 7,484,351
6,175,588 212 24,184,827
- - (1,773,965)
6,175,588 212 22,410,862
319,245 - 17,205,127
608,301 - 25,111,490
115,235 - 5,805,089
495,975 - 3,462,129
1,538,756 - 51,583,835
(20,327,584) (737,229) (63,154,204)
9,167,371 1,779,469 -
(3,445,869) 1,042,452 10,840,493
101,833,882 14,271,416 558,284,178
$ 98,388,013 $15,313,868 $569,124,671<PAGE>
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
Stock Shares
INVESTMENT INCOME:
Dividends $ 13,023,637 $ 2,693,894
Interest 831,265 69,633
13,854,902 2,763,527
NET REALIZED AND UNREALIZED
DEPRECIATION IN MARKET
VALUE OF INVESTMENTS (19,880,777) (2,225,858)
(6,025,875) 537,669
CONTRIBUTIONS:
Employers 17,081,405 191,749
Employees-
Pre-tax 23,331,053 376,529
After-tax 6,952,167 81,135
Rollovers 369,644 2,571,292
47,734,269 3,220,705
DISTRIBUTIONS TO AND WITHDRAWALS
BY EMPLOYEES (42,071,691) (2,698,920)
NET TRANSFERS BETWEEN FUNDS (16,519,765) 8,517,232
INC/(DEC) IN PLAN EQUITY (16,883,062) 9,576,686
PLAN EQUITY, June 30, 1993 418,573,934 30,911,322
PLAN EQUITY, June 30, 1994 $401,690,872 $40,488,008
See notes to financial statements.<PAGE>
Fixed
Income Loan Total
$ - $ - $ 15,717,531
6,646,234 4,227 7,551,359
6,646,234 4,227 23,268,890
- - (22,106,635)
6,646,234 4,227 1,162,255
423,597 - 17,696,751
754,400 - 24,461,982
206,782 - 7,240,084
295,684 - 3,236,620
1,680,463 - 52,635,437
(22,482,089) (354,965) (67,607,665)
2,446,484 5,556,049 -
(11,708,908) 5,205,311 (13,809,973)
113,542,790 9,066,105 572,094,151
$101,833,882 $14,271,416 $558,284,178<PAGE>
MARSH & McLENNAN COMPANIES STOCK INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1995
(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 before and/or after-tax
basis. Effective July 1, 1994, the Plan was converted to
an Employee Stock Ownership Plan. The Company contributes
to the Plan matching contributions in an amount equal to
two-thirds of the aggregate amount of before and after-tax
contributions made 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, the Putnam Voyager Fund, the
Putnam Global Growth Fund and the Putnam Diversified
Income Fund are managed by Putnam Investments, Inc., a
wholly-owned subsidiary of the Company. During fiscal
1995, the Putnam Daily Dividend Trust and the Putnam
American Government Trust were no longer offered as
investment choices under the Plan. Assets invested in
these mutual funds were transferred to other mutual fund
investments at the direction of the participants.
The recordkeeper for the Plan, William M. Mercer, Inc. is a
wholly-owned subsidiary of the Company.<PAGE>
(3) Loans receivable-participants:
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 loan repayments. Participants'
loan repayments and any interest due are paid into the
participants' account.
During the Plan years ended June 30, 1995 and 1994, new
loans to participants amounted to $6,936,251 and
$9,371,875, respectively and repayments from participants,
including interest, amounted to $6,219,188 and $4,600,681,
respectively.
(4) Fixed income investments:
The investments in the Fixed Income Fund are shown in the
statements of financial condition at cost plus accrued
interest as of June 30, 1995 and 1994. 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 January 25, 1995, that the
Plan and related trust are designed in accordance with
applicable sections of the Internal Revenue Code ("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
$6,098,920 and $5,868,760 at June 30, 1995 and 1994,
respectively. These amounts have not been accrued as
liabilities in the accompanying financial statements.
<PAGE>
SCHEDULE I
MARSH & McLENNAN COMPANIES STOCK INVESTMENT PLAN
SUPPLEMENTAL SCHEDULE OF INVESTMENTS
AS OF JUNE 30, 1995 AND 1994
PRINCIPAL AMOUNT OR
NUMBER OF SHARES
1995 1994
6,162,449 2,198,824 CASH AND CASH EQUIVALENTS
COMMON STOCK:
4,740,904 4,769,504 MARSH & McLENNAN COMPANIES, INC.
MUTUAL FUNDS:
1,361,337 910,404 PUTNAM INVESTORS FUND, INC.
1,778,373 1,336,644 THE PUTNAM FUND FOR GROWTH & INC
- 1,852,001 PUTNAM DAILY DIV. TRUST
- 207,609 PUTNAM AMERICAN GOV. TRUST
1,872,222 1,135,735 PUTNAM VOYAGER FUND
217,258 - PUTNAM GLOBAL GROWTH FUND
163,356 - PUTNAM DIVERSIFIED INCOME FUND
FIXED INCOME FUND:
INSURANCE COMPANY GUARANTEED
INVESTMENT CONTRACTS:
- 15,962,152 COMMONWEALTH INSURANCE CO.,
VARIABLE RATE, OPEN ENDED
- 4,071,741 EQUITABLE LIFE COMPANIES
9.90%, DUE SEPTEMBER 30, 1994
- 5,493,104 PROVIDENT NATIONAL ASSURANCE CO.,
10.15%, DUE SEPTEMBER 30, 1994
24,879,579 23,199,906 PRUDENTIAL INSURANCE COMPANY,
7.24%, DUE JANUARY 31, 1997
11,100,608 15,848,843 PRINCIPAL MUTUAL LIFE INS. CO.,
5.01% DUE MARCH 31, 1998
5,563,327 15,870,454 HARTFORD LIFE INSURANCE CO.,
5.15%, DUE MARCH 31, 1998
10,792,171 10,109,762 METROPOLITAN LIFE INSURANCE CO.,
6.75%, DUE MARCH 31, 1999
10,896,284 10,320,405 TRAVELERS INSURANCE CO.,
5.58%, DUE SEPTEMBER 30, 1997
5,627,435 - HARTFORD LIFE INSURANCE CO.
7.02%, DUE OCTOBER 1, 1998
15,725,523 - NEW YORK INSURANCE COMPANY,
7.4%, DUE SEPTEMBER 30, 1999
7,592,448 - PRINCIPAL MUTUAL LIFE INS. CO.,
7.5%, DUE MARCH 31, 2000
LOANS RECEIVABLE - PARTICIPANTS<PAGE>
1995
COST MARKET
$ 6,162,449 $ 6,162,449
302,531,096 384,605,837
10,976,784 11,761,953
22,864,945 26,462,197
- -
- -
19,906,546 25,256,272
2,032,373 2,092,196
1,924,781 1,948,831
57,705,429 67,521,449
- -
- -
- -
24,879,579 24,879,579
11,100,608 11,100,608
5,563,327 5,563,327
10,792,171 10,792,171
10,896,284 10,896,284
5,627,435 5,627,435
15,725,523 15,725,523
7,592,448 7,592,448
92,177,375 92,177,375
15,313,671 15,313,671
$473,890,020$565,780,781<PAGE>
1994
COST MARKET
$ 2,198,824 $ 2,198,824
287,836,422 397,657,396
7,528,285 6,946,380
16,768,644 17,496,668
1,852,001 1,852,001
2,140,748 1,721,077
10,947,648 12,334,080
- -
- -
39,237,326 40,350,206
15,962,152 15,962,152
4,071,741 4,071,741
5,493,104 5,493,104
23,199,906 23,199,906
15,848,843 15,848,843
15,870,454 15,870,454
10,109,762 10,109,762
10,320,405 10,320,405
- -
- -
- -
100,876,367 100,876,367
14,271,237 14,271,237
$444,420,176 $555,354,030<PAGE>
SCHEDULE II
MARSH & McLENNAN COMPANIES STOCK INVESTMENT PLAN
SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE TWELVE MONTHS ENDED JUNE 30, 1995
CURRENT NET
DESCRIPTION OF ASSET COST OF ASSET VALUE OF ASSET
TRANSACTIONS BY ISSUE:
BANKERS TRUST COMPANY OF NEW YORK
PYRAMID CASH TEMPORARY FUND
INVESTMENTS
390 PURCHASES $104,894,740 $104,894,740
249 SALES 100,931,116 100,931,116
MARSH & McLENNAN COMPANIES, INC.
COMMON STOCK
105 PURCHASES $ 24,908,823 $ 24,908,823
12 SALES 7,778,275 10,200,105
<PAGE>
GAIN (LOSS)
$ -
-
$ -
2,421,830
