As filed with the Securities and Exchange Commission on
September 16, 1997
Registration No.
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
(212) 345-5000
(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Registrant's Principal Executive Offices)
Marsh & McLennan Companies
1997 Employee Incentive and Stock Award Plan
(Full Title of the Plan)
Gregory F. Van Gundy, Esq.
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036-2774
(212) 345-5000
(Name, Address, Including Zip code, and Telephone Number,
Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(3) Per Share(1) Price(1) Fee
Common Stock, 6,000,000 $71.25 $427,500,000 $129,545
$1.00 par value,
of Marsh & McLennan
Companies, Inc.,
including the
Preferred Stock
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Purchase Rights
attached thereto(2)
Title of Securities
to be Registered
(1) Estimated for the sole purpose of computing the registration fee. Calculated
pursuant to Rule 457(c) based on the average of the high and low prices on the
New York Stock Exchange on September 11, 1997.
(2) The Preferred Stock Purchase Rights initially are attached to and trade with
all the shares of Common Stock outstanding as of, and issued subsequent to,
September 27, 1987, pursuant to the terms of the registrant's rights agreement,
dated as of September 17, 1987, as amended. Until the occurrence of certain
prescribed events, the Preferred Stock Purchase Rights are not exercisable, are
evidenced by the certificates for the Common Stock and will be transferred only
with the Common Stock. The value attributable to such Preferred Stock Purchase
Rights, if any, is reflected in the market price of the Common Stock.
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PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 have
been or will be sent or given to employees as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities Act").
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Annual Report on Form 10-K of Marsh & McLennan Companies, Inc. (the
"Company") for the fiscal year ended December 31, 1996 (including pages 23
through 49 of the Company's 1996 Annual Report to Stockholders), the Company's
Current Reports on Form 8-K filed with the Commission on March 14, 1997 and
April 7, 1997, the Company's Quarterly Reports on Form 10-Q dated May 14, 1997
and August 14, 1997, the Company's Registration Statement on Form 8-B dated May
22, 1969, as amended by an Amendment on Form 8, dated February 3, 1987,
describing the Common Stock, including any amendment or reports filed for the
purpose of updating such description, and the Company's Registration Statement
on Form 8-A, dated September 21, 1987, as amended by Amendments on Form 8, dated
September 18, 1990 and February 19, 1991, describing the Preferred Stock
Purchase Rights attached to the Common Stock, including any further amendment or
reports filed for the purpose of updating such description, which have been
filed by the Company under the Exchange Act, are incorporated by reference
herein.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), 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 herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not Applicable.
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
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Company.
Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the Delaware General Corporation Law ("DGCL")
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suite or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section
145, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or agent and shall
<PAGE>
inure to the benefit of such person's heirs, executors and administrators; and
empowers the corporation to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145. Section 1 of Article VI of the
Company's Restated Certificate of Incorporation provides that the Company shall
indemnify its directors and officers to the fullest extent authorized by the
DGCL.
The Company also provides liability insurance for its directors and officers
which provides for coverage against loss from claims made against directors and
officers in their capacity as such, including liabilities under the Securities
Act of 1933, as amended. In certain employment agreements, the Company or its
subsidiaries have also agreed to indemnify certain officers against loss from
claims made agains such officers in connection with the performance of their
duties under their employment agreements. Such indemnification is generally to
the same extent as provided in the Company's By-laws.
Section 102(b)(7) of the DGCL 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 knowing violation
of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit. Article SIXTH of the
Company's Certificate of Incorporation limits the liability of directors to the
fullest extent authorized by the DGCL.
Item 7. Exemption from Registration.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
5.1 Opinion of Gregory F. Van Gundy with respect to the legality of the
securities being registered
23.1 Consent of Gregory F. Van Gundy (included in his opinion filed as
Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
<PAGE>
23.3 Consent of Arthur Andersen LLP
24.1 Powers of Attorney of certain directors of the Company (incorporated
by reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1996)
24.2 Powers of Attorney of certain directors of the Company (Messrs.
Barham, Nielsen and Olsen) (incorporated by reference to the
Company's Registration Statement on Form S-3, Registration No.
333-28201)
Item 9. Undertakings.
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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 or Form F-3, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or 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, as amended, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of
<PAGE>
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.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, as amended, each filing of the
registrant's annual report pursuant to Section 13(a) or 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.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, 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 of 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Marsh &
McLennan Companies, Inc. certifies that is 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, State of New York, on the
16th day of September, 1997.
MARSH & McLENNAN COMPANIES, INC.
By: /s/ A.J.C. Smith
A.J.C. Smith
Chairman of the Board and Chief
Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on this 16th day of September, 1997.
/s/A.J.C. Smith Director, Chairman of the Board and Chief
A.J.C. Smith Executive Officer (Principal Executive
Officer)
/s/Frank J. Borelli Senior Vice President and Chief Financial
Frank J. Borelli Officer, Director (Principal Financial
Officer)
/s/Douglas C. Davis Vice President and Controller (Chief
Douglas C. Davis Accounting Officer)
* Director
Norman Barham
* Director
Lewis W. Bernard
* Director
Richard H. Blum
* Director
Robert Clements
* Director
Peter Coster
<PAGE>
* Director
Robert F. Erburu
* Director
Jeffrey W. Greenberg
* Director
Ray J. Groves
* Director
Richard S. Hickok
* Director
David D. Holbrook
* Director
Lawrence J. Lasser
* Director
Richard M. Morrow
* Director
Richard A. Nielsen
* Director
David A. Olsen
* Director
George Putnam
* Director
Adele Smith Simmons
* Director
John T. Sinnott
* Director
Frank J. Tasco
*By: /s/Gregory F. Van Gundy
Gregory F. Van Gundy
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of Gregory F. Van Gundy with respect to the legality of the
securities being registered
23.1 Consent of Gregory F. Van Gundy (included in his opinion filed as
Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Arthur Andersen LLP
24.1 Powers of Attorney of certain directors of the Company (incorporated
by reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1996)
24.2 Powers of Attorney of certain directors of the Company (Messrs.
Barham, Nielsen and Olsen) (incorporated by reference to the
Company's Registration Statement on Form S-3, Registration No.
333-28201)
EXHIBIT 5.1
September 16, 1997
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036-2774
Ladies and Gentlemen:
I am General Counsel and Secretary of Marsh & McLennan Companies, Inc., a
Delaware corporation (the "Company"). I have acted as counsel to the Company in
connection with the preparation and filing of a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended,
(the "Securities Act") for the registration of 6,000,000 shares of common stock,
par value $1.00 per share, including preferred stock purchase rights (the
"Shares"), of the Company relating to the Marsh & McLennan Companies 1997
Employee Incentive and Stock Award Plan (the "Plan").
In connection with the foregoing, I or attorneys under my supervision, have
examined the minute books and stock records of the Company, the Certificate of
Incorporation and By-Laws of the Company, the Registration Statement, the Plan
and resolutions duly adopted by the Board of Directors of the Company relating
to the Plan. In addition, I, or attorneys under my supervision, have reviewed
such other documents and instruments and have conferred with various officers
and directors of the Company and have ascertained or verified to my satisfaction
such additional facts as I have deemed necessary or appropriate for the purposes
of this opinion. In my examination I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, the conformity to original documents of
all documents submitted to me as certified, photostatic or facsimile copies and
authenticity of the originals of such latter documents.
Based upon the foregoing I am of the opinion that the Shares to be issued under
the Plan have been duly authorized and, when issued and delivered in accordance
with the terms of the Plan, will be legally issued, fully paid and
nonassessable.
My opinion is limited to matters governed by the laws of the State of New York
and the General Corporation Law of the State of Delaware.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, I do not hereby admit that I come within the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Securities and Exchange Commission
<PAGE>
thereunder.
This opinion is solely for your benefit in connection with the Company's offer
and sale of the Shares, and is not be used, circulated, relied on, quoted or
otherwise referred to for any other purpose without my express written
permission.
Very truly yours,
/s/Gregory F. Van Gundy
Gregory F. Van Gundy
General Counsel
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
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 26,
1997 (March 12, 1997 as to the last paragraph of Note 3), 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, 1996.
/s/Deloitte & Touche LLP
Deloitte & Touche LLP
New York, New York
September 9, 1997
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 registration statement of our report to the Board of
Directors of Johnson & Higgins dated March 11, 1997 included in Marsh &
McLennan's Form 8-K filed with the Commission on April 7, 1997 and to all
references to our Firm included in this registration statement.
/s/Arthur Andersen LLP
Arthur Andersen LLP
September 9, 1997
New York, New York
