SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Risk Capital Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
767711 10 4
(CUSIP Number of Class of Securities)
Gregory F. Van Gundy, Esq.
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, NY 10036-2774
(212) 345-5000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
David J. Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
September 11, 1996
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Statement because of Rule 13d-1(b) (3) or (4), check
the following: ( )
Check the following box if a fee is being paid with this
Statement: ( )
SCHEDULE 13D
CUSIP No. 767711 10 4
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Marsh & McLennan Companies, Inc. 36-2668272
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
N/A
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
(7) SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH None
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH None
(10) SHARED DISPOSITIVE POWER
None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
None
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
(14) TYPE OF REPORTING PERSON*
HC
SCHEDULE 13D
CUSIP No. 767711 10 4
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Marsh & McLennan Risk Capital Holdings, Ltd. 13-3689981
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
N/A
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
(7) SOLE VOTING POWER
NUMBER OF
SHARES 2,301,022 See Item 5
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH None
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH 2,301,022 See Item 5
(10) SHARED DISPOSITIVE POWER
None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,301,022 See Item 5
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* (X)
See Item 5
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.54%
(14) TYPE OF REPORTING PERSON*
CO
Item 1. Security and Issuer.
The class of equity securities to which this
Schedule 13D relates is the Common Stock, par value $.01 per
share (the "Shares"), of Risk Capital Holdings, Inc., a
Delaware corporation ("RCHI"). The principal executive
offices of RCHI are located at 411 West Putnam Avenue,
Greenwich, Connecticut 06830.
Item 2. Identity and Background.
Item 2 is hereby amended to read in its entirety
as follows:
This statement is being filed by Marsh & McLennan
Companies, Inc. ("MMC") on behalf of itself and Marsh &
McLennan Risk Capital Holdings, Ltd. ("MMRCH")
MMC, through its ownership of MMRCH (through its
wholly-owned subsidiary Guy Carpenter & Company, Inc. ("Guy
Carpenter"), may be deemed to beneficially own over 5% of
the Shares, which were obtained at the time of the initial
public offering of the Shares by RCHI. The Shares that may
be deemed to be beneficially owned by MMC were obtained by
MMRCH pursuant to a subscription agreement between RCHI and
MMRCH (the "Subscription Agreement") entered into before
RCHI became a public reporting company and the Shares became
equity securities (as such term is defined in Rule 13d-1(d)
as promulgated under Section 13 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")), and would
ordinarily be entitled to be reported by MMC on the short-
form Schedule 13G. In order to avoid any question as to
whether its beneficial ownership is being reported on the
proper form, MMC has decided to voluntarily file its
beneficial ownership reports, with respect to the Shares, on
the more detailed Schedule 13D form rather than on the
short-form Schedule 13G and thereby provide more expansive
disclosure than may be necessary.
MMC, a Delaware corporation, is the ultimate
parent of a variety of companies engaged in such businesses
as insurance and reinsurance broking, consulting and
investment management.
MMRCH, a Delaware corporation whose primary
business is to hold investments in insurance and other risk
bearing entities, is 100% owned by Guy Carpenter.
MMC and MMRCH each has its principal place of
business located at 1166 Avenue of the Americas, New York,
New York 10036-2774.
Schedule I attached hereto and incorporated herein
by reference sets forth, with respect to each executive
officer and director of MMC and MMRCH the following
information: (a) name; (b) residence or business address;
and (c) present principal occupation or employment and the
name, principal business and address of any corporation or
other organization in which such employment is conducted.
Each person listed on Schedule I, unless otherwise
indicated, is a United States citizen. Robert Clements, a
former director of MMRCH is a director of MMC and the
chairman and a director of RCHI.
None of MMC or MMRCH, nor (to the knowledge of MMC
or MMRCH) any executive officer, director or controlling
person of MMC or MMRCH (a) has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors), during the last five years or (b) has been a
party, during the last five years, to a civil proceeding of
a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The $41,371,163 in funds necessary to purchase the
Shares, Class A Warrants and Class B Warrants (the Class A
Warrants and Class B Warrants, collectively, the "Warrants")
reported as beneficially owned by MMRCH were provided from
its working capital.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to read in its entirety
as follows:
The Shares and Warrants reported as owned by MMRCH
were acquired by MMRCH at the time RCHI became a public
reporting Company. The Shares and Warrants owned by MMRCH
are being held for investment purposes. Depending on market
conditions and the restrictions on transfer of the Shares
discussed more fully in Item 6 below, MMC or MMRCH may
acquire additional Shares or dispose of some or all of the
Shares reported herein.
Effective September 11, 1996, MMRCH transferred to
Robert Clements 200,000 Class A Warrants and the right to
acquire 150,000 Class B Warrants. See Item 5.
Other than as described above, none of MMC or
MMRCH has any present plans or proposals which relate to or
would result in any transaction, change or event specified
in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended to read in its entirety
as follows:
MMC and MMRCH may be deemed to beneficially own
Shares as follows:
Number of % of
Shares of Class of
Name Common Stock Common Stock
MMC None 0.0%
MMRCH 2,301,022 13.54%
The aggregate number of Shares beneficially owned
by MMRCH to which this Schedule 13D relates is 2,301,022
including 905,397 Shares subject to purchase pursuant to the
Class A Warrants beneficially owned by MMRCH, representing
in the aggregate 13.54% of the 16,993,725 Shares outstanding
(including as outstanding for this purpose the Shares
issuable upon exercise of the Class A Warrants beneficially
owned by MMRCH), based on RCHI's most recently filed Form
10-Q dated June 30, 1996. In addition, MMRCH acquired Class
B Warrants to purchase 1,920,601 Shares of which 150,000 are
subject to a right of acquisition by Robert Clements as
disclosed below. The Class B warrants are not exercisable
until September 19, 1998, subject to earlier vesting upon a
change of control and will vest only if the Shares have
traded at or above $30 per share for 20 out of 30
consecutive trading days at any time following the
completion of such offering.
MMRCH has the sole power to vote and the sole
power to dispose of the outstanding Shares owned by it.
MMC and MMRCH disclaim that they beneficially own
any Shares beneficially owned by either Robert Clements or
The Trident Partnership, L.P. ("Trident"). RCHI issued
50,000 Shares and Class A Warrants to purchase 39,603 Shares
to Taracay Investors, a general partnership comprised of
Robert Clements and members of his family, and Mr. Clements
owns 7,500 Shares directly. Mr. Clements is a director of
RCHI and a director of MMC. RCHI issued 1,750,000 Shares
and Class A Warrants to purchase 1,386,079 Shares to
Trident. MMRCH is a limited partner in Trident and Marsh &
McLennan Risk Capital Corp. ("MMRCC"), a subsidiary of
MMRCH, is an investment advisor to Trident. Pursuant to an
agreement entered into between MMRCC and Mr. Clements,
effective September 11, 1996, MMRCH transferred to Mr.
Clements, 200,000 Class A Warrants and the right to acquire
150,000 Class B Warrants from MMRCH. A condition to the
transfer of the Class B Warrants is that the per share
market price of the RCHI common stock equal or exceed
$35.00.
Aside from Mr. Clements, to the knowledge of MMC
and MMRCH, none of their respective officers and directors
beneficially own any Shares, except for certain Shares which
may be held in discretionary accounts and over which such
officers and directors do not have investment power and
except as set forth below:
Number of
Name Shares
Lewis W. Bernard 450
Jeffrey W. Greenberg 2,900
Richard L. Hickock 500
To the knowledge of MMC and MMRCH, all such Shares
were purchased in the open market.
Item 6. Contracts, Arrangement, Understandings or
Relationships with Respect to Securities of the Issuer.
MMRCH has been granted rights to require RCHI to
register its Shares and the Shares underlying its warrants,
pursuant to registration rights contained in the
Subscription Agreement. As is customary for agreements of
this type, MMRCH may be required at such time as RCHI
engages in an underwritten offering to execute a lock-up
agreement as reasonably requested by the underwriter of such
offering. The foregoing is qualified in its entirety by
reference to the terms of the Subscription Agreement.
The description of the Class A Warrants and Class
B Warrants set forth in the section entitled "Description of
Capital Stock" in the RCHI Prospectus dated September 13,
1995 filed as part of the RCHI S-1 is incorporated herein by
reference.
Except as described above, there are no contracts,
arrangements, understandings or relationships (legal or
otherwise) among MMC and MMRCH and any other person with
respect to any securities of RCHI, including but not limited
to transfer or voting of any of the securities of RCHI,
finder's fees, joint venture, loan or option
arrangements,puts or calls, guarantee of profits, division
of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
1 Form of Subscription Agreement
between RCHI and MMRCH is
incorporated by reference to
Exhibit 10.3 to RCHI's
Registration Statement on Form
S-1 (Registration NO. 33-94184)
(the "Registration Statement").*
2 Joint Filing Agreement, dated
as of September 28, 1995, by
and among MMC and MMRCH.*
_________________
* Previously filed with the Schedule 13D, dated September
19, 1995, filed by Marsh & McLennan Companies, Inc. and
Marsh & McLennan Risk Capital Holdings, Ltd.
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this Statement is true, complete
and correct.
Date: November 7, 1996
MARSH & McLENNAN COMPANIES, INC.
By: /s/
NAME: Gregory F. Van Gundy
TITLE: Secretary
For this and all future filings, reference is made
to an Agreement dated September 28, 1995 with respect to one
filing of Schedule 13D on behalf of said entities, pursuant
to Rule 13d-1 (f)(1).
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
MARSH & McLENNAN COMPANIES, INC.
Unless otherwise indicated, the business address of
directors and executive officers is 1166 Avenue of the Americas,
New York, New York 10036-2774 and all directors and executive
officers are citizens of the United States of America. An
asterisk indicates that a person is a director.
Name and Principal Occupation
Business Address or Employment
Lewis W. Bernard* Chairman of Classroom,
Classroom, Inc. Inc.
c/o Morgan Stanley Group Inc.
1251 Avenue of the Americas
New York, NY 10020
Richard H. Blum* Executive of
Marsh & McLennan
Companies, Inc.
Francis N. Bonsignore Senior Vice President-
Human Resources &
Administration of Marsh
& McLennan Companies,
Inc.
Frank J. Borelli* Senior Vice President &
Chief Financial Officer
of Marsh & McLennan
Companies, Inc.
Robert Clements* Consultant to Marsh &
Marsh & McLennan Risk Capital McLennan Risk Capital
Corp. Corp., a subsidiary of
80 Field Point Road Marsh & McLennan
Greenwich, CT 06830 Companies, Inc.
Peter Coster* President of Mercer
Citizen of the United Kingdom Consulting Group, Inc.,
a subsidiary of Marsh &
McLennan Companies, Inc.
Robert F. Erburu* Retired Chairman of the
c/o Times Mirror Company Times Mirror Company
220 West First Street
Los Angeles, CA 90012
Jeffrey W. Greenberg* Chairman and Chief Ex-
Marsh & McLennan Risk Capital ecutive Officer of Marsh
Corp. & McLennan Risk Capital
80 Field Point Road Corp.
Greenwich, CT 06830
Ray J. Groves* Retired Chairman and
c/o Ernst & Young Chief Executive Officer
787 Seventh Avenue of Ernst & Young
New York, NY 10019
Richard S. Hickok* Chairman of Hickok
Hickok Associates, Inc. Associates, Inc.
655 Madison Avenue
New York, NY 10021
David D. Holbrook* Chairman of Marsh &
McLennan, Incorporated,
a subsidiary of Marsh &
McLennan Companies, Inc.
Lawrence J. Lasser* President and Chief
Putnam Investments, Inc. Executive Officer of
One Post Office Square Putnam Investments,
Boston, MA 02109 Inc., a subsidiary of
Marsh & McLennan
Companies, Inc.
Richard M. Morrow* Former Chairman of the
c/o Amoco Corporation Board of Westinghouse
200 East Randolph Drive Electric Corporation;
Chicago, IL 60601 Retired Chairman of the
Board of Amoco
Corporation
George Putnam* Chairman of the Board of
The Putnam Funds Trustees and President
One Post Office Square of the various mutual
Boston, MA 02109 funds managed by Putnam
Investment Management,
Inc.; Chairman of Putnam
Investment Management,
Inc. a subsidiary of
Marsh & McLennan
Companies, Inc.
Adele Smith Simmons* President of the John D.
MacArthur Foundation and Catherine T.
140 South Dearborn Street MacArthur Foundation
Chicago, IL 60603
John T. Sinnott* President and Chief
Executive Office of
Marsh & McLennan,
Incorporated, a
subsidiary of Marsh &
McLennan Companies, Inc.
A.J.C. Smith* Chairman of the Board
Citizen of Canada and Chief Executive
Officer of Marsh &
McLennan Companies, Inc.
Frank J. Tasco* Retired Chairman and CEO
of Marsh & McLennan
Companies, Inc.
Gregory F. Van Gundy General Counsel &
Secretary of Marsh &
McLennan Companies, Inc.
R.J. Ventres* Retired Chairman of the
507 Brookside Road Executive Committee of
New Canaan, CT 06840 Borden, Inc.
DIRECTORS AND EXECUTIVE OFFICERS OF
MARSH & McLENNAN RISK CAPITAL HOLDINGS, LTD.
Unless otherwise indicated, the business address
of the directors and executive officers is 1166 Avenue of
the Americas, New York, New York 10036-2774 and all
directors and executive officers are citizens of the United
States of America. All persons named below are directors of
the Company.
Frank J. Borelli Chairman of Marsh &
McLennan Risk Capital
Holdings, Ltd. and
Senior Vice President &
Chief Financial Officer
of Marsh & McLennan
Companies, Inc.
Jeffrey W. Greenberg Chairman & Chief
Marsh & McLennan Risk Capital Executive of Marsh &
Corp. McLennan Risk Capital
80 Field Point road Corp.
Greenwich, CT 06830
A.J.C. Smith Chairman of Marsh &
Citizen of Canada McLennan Companies, Inc.
Gregory F. Van Gundy General Counsel &
Secretary of Marsh &
McLennan Companies, Inc.
