Filed Pursuant to Rule 424(b)(3)
Registration No. 333-28201
Prospectus
MARSH & McLENNAN COMPANIES, INC.
943,250(1) Shares of Common Stock
This Prospectus relates to the offering from time to time of up to 943,250(1)
shares of Common Stock, par value $1.00 per share ("Common Stock"), of Marsh &
McLennan Companies, Inc., a Delaware corporation (the "Company"), by certain
stockholders of the Company (the "Selling Stockholders"). The Common Stock
offered hereby was issued as consideration to the Selling Stockholders in
connection with the acquisition by Seabury & Smith, Inc. ("Seabury"), a Delaware
corporation and a wholly-owned subsidiary of the Company, of Albert H. Wohlers &
Co., an Illinois company ("AHW"). See "Selling Stockholders." The Company will
not receive any proceeds from the sale of the Common Stock offered hereby.
The Selling Stockholders directly, or through agents, dealers or underwriters
designated from time to time, may sell the Common Stock offered hereby from time
to time on terms to be determined at the time of sale. To the extent required,
the number of shares of Common Stock to be sold, purchase price, public offering
price, the names of the Selling Stockholders, the names of any such agent,
dealer or underwriter, and any applicable commission or discount with respect to
a particular offering will be set forth in an accompanying Prospectus
Supplement. The aggregate proceeds to the Selling Stockholders from the sale of
the Common Stock offered hereby will be the purchase price thereof less the
aggregate agents' commissions and underwriters' discounts, if any, and other
expenses of distribution not borne by the Company. The Company has agreed to pay
certain expenses of the offering contemplated hereby. See "Plan of
Distribution."
The Selling Stockholders and any dealers, agents or underwriters that
participate with any Selling Stockholder in the distribution of Common Stock may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), and any commission received by them and any
profit from the resale of Common Stock purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act. See "Plan of
Distribution" for a description of information regarding indemnification
arrangements.
The Common Stock is listed on the New York Stock Exchange ("NYSE"), the Chicago
Stock Exchange, the Pacific Stock Exchange and the London Stock Exchange under
the trading symbol "MMC."
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 6, 1997
- ----------
(1) The number of shares offered pursuant to this Prospectus gives effect to a
two-for-one stock split in the form of a stock distribution declared by the
Board of Directors of the Company on May 21, 1997, for stockholders of record on
June 6, 1997, with certificates to be issued on June 27, 1997.
<PAGE>
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, any accompanying
Prospectus Supplement or the documents incorporated or deemed incorporated by
reference herein, and any information or representations not contained herein or
therein may not be relied upon as having been authorized by the Company or by
any agent, dealer or underwriter. This Prospectus and any accompanying
Prospectus Supplement does not constitute an offer to sell or a solicitation of
an offer to buy the Common Stock in any circumstances in which such offer or
solicitation is unlawful. The delivery of this Prospectus or any Prospectus
Supplement at any time does not imply that the information herein is correct as
of any time subsequent to the date of such information.
No action has been or will be taken in any jurisdiction by the Company or any
Selling Stockholder that would permit a public offering of the Common Stock or
possession or distribution of this Prospectus or any accompanying Prospectus
Supplement in any jurisdiction where action for that purpose is required, other
than in the United States. Persons into whose possession this Prospectus or any
accompanying Prospectus Supplement comes are required by the Company and the
Selling Stockholders to inform themselves about and to observe any restrictions
as to the offering of the Common Stock and the distribution of this Prospectus
and any accompanying Prospectus Supplement.
Table of Contents
Page
Available Information ...................................................... 3
Incorporation of Certain Documents
by Reference ............................................................. 3
The Company ................................................................ 4
Use of Proceeds ............................................................ 4
Description of Capital Stock ............................................... 4
Selling Stockholders ....................................................... 7
Plan of Distribution ....................................................... 8
Legal Matters .............................................................. 10
Experts .................................................................... 10
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AVAILABLE INFORMATION
This Prospectus constitutes part of a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Act with respect to the Common Stock
offered hereby. This Prospectus does not contain all information set forth in
the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. Reference is made to the
Registration Statement and to the exhibits thereto for further information with
respect to the Company and the Common Stock offered hereby.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities of the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional
offices of the Commission located at 7 World Trade Center, 13th Floor, Suite
1300, New York, New York 10048 and Suite 1400, Citicorp Center, 14th Floor, 500
West Madison Street, Chicago, Illinois 60661. Copies of such material can also
be obtained at prescribed rates by writing to the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Such
information may also be accessed electronically by means of the Commission's
home page on the Internet (http://www.sec.gov.). In addition, such reports,
proxy statements and other information concerning the Company can be inspected
at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005, the Chicago Stock Exchange, 440 South LaSalle Street, Chicago,
Illinois 60605, and the Pacific Stock Exchange, 301 Pine Street, San Francisco,
California 94104.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated into this Prospectus by reference:
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1996 (including pages 23 through 49 of the Company's 1996 Annual
Report to Stockholders);
(2) The Company's Quarterly Report on Form 10-Q for the three months
ended March 31, 1997;
(3) The Company's Current Reports on Form 8-K, filed with the Commission
on March 14, 1997 and April 7, 1997, relating to the business
combination with Johnson & Higgins;
(4) 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
(5) 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.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference into this Prospectus and to be a part of this
Prospectus from the date of filing of such document. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus 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 Prospectus.
As used herein, the terms "Prospectus" and "herein" mean this Prospectus
including the documents incorporated or deemed to be incorporated herein by
reference, as the same may be amended, supplemented or otherwise modified from
time to time. Statements contained in this Prospectus as to the contents of any
contract or other document referred to herein do not purport to be complete, and
where reference is made to the particular provisions of such contract or other
document, such provisions are qualified in all
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respects by reference to all of the provisions of such contract or other
document. The Company will provide without charge to any person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated by reference herein (other
than exhibits not specifically incorporated by reference into the texts of such
documents). Requests for such documents should be directed to: Corporate
Development, Marsh & McLennan Companies, Inc., 1166 Avenue of the Americas, New
York, New York 10036. Telephone requests may be directed to Corporate
Development at (212) 345-5475.
THE COMPANY
Marsh & McLennan Companies, Inc., a professional services organization with
origins dating from 1871 in the United States, is a holding company which,
through its subsidiaries and affiliates, provides clients with analysis, advice
and transactional capabilities in the fields of insurance and reinsurance
broking, investment management and consulting.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common Stock
offered hereby, all of the net proceeds of which will be received by the Selling
Stockholders.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 406,000,000 shares of capital
stock, 400,000,000 of such shares being Common Stock, and 6,000,000 shares being
preferred stock, par value $1.00 per share ("Preferred Stock"). No shares of
Preferred Stock were issued or outstanding as of May 30, 1997.
Common Stock
Each holder of Common Stock is entitled to one vote for each share held on all
matters to be voted upon by the stockholders of the Company. The holders of
outstanding shares of Common Stock, subject to any preferences that may be
applicable to any outstanding series of Preferred Stock, are entitled to receive
ratably such dividends out of assets legally available therefor at such times
and in such amounts as the Board of Directors may from time to time determine.
Upon liquidation or dissolution of the Company, the holders of the Common Stock
will be entitled to share ratably in the assets of the Company legally available
for distribution to stockholders after payment of liabilities and subject to the
prior rights of any holders of any Preferred Stock then outstanding. Holders of
the Common Stock generally have no conversion, sinking fund, redemption,
preemptive or subscription rights. In addition, the Common Stock does not have
cumulative voting rights. Shares of the Common Stock are not subject to further
calls or assessments by the Company.
Preferred Stock
The Company is authorized to issue 6,000,000 shares of Preferred Stock, none of
which currently is issued or outstanding. The Board of Directors of the Company
has the authority, without further action by the stockholders, to issue shares
of Preferred Stock in one or more series and to fix the number of shares,
dividend rights, conversion rights, voting rights, redemption rights,
liquidation preferences, sinking funds, and any other rights, preferences,
privileges and restrictions applicable to each such series of Preferred Stock.
The holders of Preferred Stock will have the right to vote separately as a class
on any proposal involving fundamental changes in the rights of holders of such
Preferred Stock pursuant to the Delaware General Corporation Law (the "DGCL").
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In connection with the Company's Stockholder Rights Plan (the "Rights Plan"),
the Board of Directors has authorized the issuance of up to 2,000,000 shares of
Series A Junior Participating Preferred Stock ("Series A Preferred Stock") upon
exercise of preferred stock purchase rights issued under the Rights Plan.
Reference is hereby made to 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, which is incorporated by reference herein, for a
description of the preferred stock purchase rights attached to the Common Stock
and for a copy of the form of the Certificate of Designation that sets forth the
rights and preferences of the Series A Preferred Stock.
Certain Provisions of the Company's Restated Certificate of Incorporation and
By-laws and the Delaware General Corporation Law
Classified Board of Directors. The Company's Restated Certificate of
Incorporation (the "Certificate of Incorporation") provides for a Board of
Directors divided into three classes, each class to consist as nearly as
possible of one-third of the directors. Each director serves for a term of three
years and until his or her successor is elected and qualified. Pursuant to the
Certificate of Incorporation, the number of directors of the Company will be
fixed from time to time by the Board of Directors.
Removal of Directors by Stockholders. The DGCL provides that members of a
classified board of directors may only be removed for cause by the affirmative
vote of the holders of a majority of the outstanding shares of capital stock of
the Company entitled to vote on the election of such directors.
Stockholder Nomination of Directors. The Company's Restated By-laws (the
"By-laws") provide that written notice must be given of any stockholder
nomination of a director not less than sixty nor more than ninety days prior to
the date of the meeting at which directors are to be elected; provided, that if
the date for such meeting is not the date set forth in the By-laws and less than
seventy five days' notice or prior public disclosure of the date for such
meeting is given to stockholders, then notice by a stockholder shall be timely
if received by the Company no later than fifteen days following the date such
public disclosure was made.
No Action by Written Consent. The Certificate of Incorporation provides that
stockholders of the Company may not act by written consent and may only act at
duly called meetings of such stockholders.
Interested Stockholder Provision. Article EIGHTH of the Certificate of
Incorporation provides for higher stockholder voting requirements for certain
transactions (such as business combinations) with or otherwise involving an
Interested Stockholder (as defined below). Such a transaction requires the
approval of the holders of a majority of the Company's outstanding voting power,
voting together as a single class (but excluding any voting stock owned by an
Interested Stockholder), unless such transaction is approved by a majority of
Disinterested Directors (as defined below), in which case the voting
requirements of the DGCL, the Certificate of Incorporation and the Company's
By-laws otherwise applicable govern. Article EIGHTH does not alter the
additional requirements regarding class votes available to holders of Preferred
Stock, if any, which arise under the DGCL and the Certificate of Incorporation.
Transactions covered by Article EIGHTH include mergers of the Company or any of
its subsidiaries with an Interested Stockholder, sales of all or any substantial
part of the assets of the Company and its subsidiaries to an Interested
Stockholder, the issuance or delivery of any securities of the Company or any of
its subsidiaries to an Interested Stockholder, any loan, advance or guarantee,
pledge or other financial assistance provided by the Company or any of its
subsidiaries to the Interested Stockholder, any voluntary dissolution or
liquidation of the Company or amendment to the Company's By-laws, a
reclassification of securities or recapitalization of the Company or other
transaction (if such reclassification, recapitalization or other transaction
results in the Interested Stockholder increasing its proportionate share of any
class of the Company's capital stock) or any agreement, contract, or other
arrangement to do any of the foregoing.
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<PAGE>
An "Interested Stockholder" is defined in Article EIGHTH as any other
corporation, person, or entity which (i) beneficially owns or controls, directly
or indirectly, 10% or more of the voting stock of the Company (or has announced
a plan or intention to acquire such securities), and any affiliate or associate
of such corporation, person, or entity or (ii) is an affiliate or associate of
the Company and at any time within two-years prior to the date in question was
the beneficial owner of 10% or more of the voting stock of the Company.
Specifically excluded from the definition of Interested Stockholder are (i) the
Company and any of its subsidiaries, and (ii) any profit-sharing, employee stock
ownership or other employee benefit plan of the Company or any subsidiary, or
trustees or fiduciaries for such.
A "Disinterested Director" is defined in Article EIGHTH as a director who is not
an affiliate, associate, representative, agent or employee of an Interested
Stockholder, and who was a member of the Board of Directors prior to the time
that the Interested Stockholder involved in the transaction being considered
became an Interested Stockholder, and any successor to a Disinterested Director,
while such successor is a member of the Board of Directors, who is not an
affiliate, associate, representative, agent or employee of an Interested
Stockholder and who was nominated by a majority of the Disinterested Directors.
Article EIGHTH may not be altered, amended, or repealed without the affirmative
vote of the holders of a majority of the Company's outstanding voting power,
voting together as a single class (but excluding any voting stock owned by an
Interested Stockholder), except if recommended by a majority of Disinterested
Directors, in which case the voting requirements of the DGCL, the Certificate of
Incorporation and the Company's By-laws otherwise applicable govern.
Delaware Business Combination Statute. The Company is subject to Section 203 of
the DGCL ("Section 203"), which restricts certain transactions and business
combinations between a corporation and an "interested stockholder" (which is
generally defined by Section 203 to be a person owning 15% or more of the
corporation's outstanding voting stock) for a period of three years from the
date the stockholder becomes an interested stockholder. Subject to certain
exceptions, unless the transaction is approved by the Board of Directors and the
holders of at least two-thirds of the outstanding voting stock of the
corporation (excluding shares held by the interested stockholder), Section 203
prohibits significant business transactions such as a merger with, disposition
of significant assets to or receipt of disproportionate financial benefits by
the interested stockholder, or any other transaction that would increase the
interested stockholder's proportionate ownership of any class or series of the
Company's capital stock. The statutory ban does not apply if: (i) prior to the
time that any stockholder became an interested stockholder, the Board of
Directors approved either the business combination or the transaction in which
such stockholder became an interested stockholder, or (b) upon consummation of
the transaction in which any stockholder becomes an interested stockholder, the
interested stockholder owns at least 85% of the outstanding voting stock of the
corporation (excluding shares held by persons who are both directors and
officers or by certain employee stock plans).
Directors' Liability
The Certificate of Incorporation provides that the Board of Directors may
eliminate in certain circumstances the liability of directors of the Company for
monetary damages for breach of their fiduciary duty of care as directors. This
provision does not abrogate the director's duty of care, nor does it eliminate
the liability of a director (i) for a breach of the director's duty of loyalty
to the Company or its stockholders, (ii) for acts or omissions by the director
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under section 174 of the DGCL (relating to the declaration of
dividends and purchase or redemption of shares in violation of the DGCL), and
(iv) for transactions from which the director derived an improper personal
benefit.
The Certificate of Incorporation also provides for indemnification of directors
and officers to the fullest extent authorized by Delaware law.
Transfer Agent and Registrar
Harris Trust Company of New York acts as transfer agent and registrar for the
Common Stock.
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SELLING STOCKHOLDERS
General
On May 1, 1997 Seabury, a wholly-owned subsidiary of the Company, acquired all
the outstanding shares of capital stock (the "Transaction") of AHW. In
connection with the Transaction, the Company issued and delivered approximately
471,625 shares of Common Stock to the Selling Stockholders as payment for the
sale by the Selling Stockholders of their shares of common stock of AHW to
Seabury, in each case upon the terms set forth in the Stock Acquisition
Agreement and Plan of Reorganization, dated as of May 1, 1997 among Seabury, AHW
and the Selling Stockholders. The 471,625 shares issued to the Selling
Stockholders in connection with the Transaction will increase to 943,250 shares
following the completion of the Common Stock distribution effecting the
Company's two-for-one stock split. The Company entered into a Registration
Rights Agreement, dated as of May 1, 1997 , with the Selling Stockholders (the
"Registration Rights Agreement"), for their own benefit and the benefit of
holders from time to time of the Common Stock originally issued to the Selling
Stockholders in connection with the Transaction (the "RRA Common Stock").
Selling Stockholders
The following table sets forth the name of each Selling Stockholder, the number
of shares of RRA Common Stock being offered hereby and the number of shares of
Common Stock beneficially owned by each Selling Stockholder. The number of
shares of Common Stock beneficially owned and offered hereby by each Selling
Stockholder constitutes less than 1% of the issued and outstanding Common Stock
of the Company. Except as otherwise indicated, to the knowledge of the Company,
the persons identified below have sole voting power and sole investment power
with respect to the shares they beneficially own. Assuming that no Selling
Stockholder acquires shares of Common Stock after the date hereof and each
Selling Stockholder sells all shares of Common Stock offered hereby, the Selling
Stockholders will own no shares of Common Stock.
<TABLE>
<CAPTION>
Shares of Common Stock RRA Common Stock
Name of Selling Stockholder Owned Before the Offering (2)(3) Offered hereby(3)
--------------------------- -------------------------------- -----------------
<S> <C> <C>
Albert H. Wohlers, Trustee of the Albert H.
Wohlers Trust, Dated August 26, 1981 377,296 320,700
Jane L. Wohlers, Trustee of the Jane L.
Wohlers Trust, Dated August 26, 1981 377,296 56,596
Frank J. Cella, Loving Trust 87,816 87,816
Barry M. Stagl 19,526 19,526
Kenneth B. Lock, as Trustee of the
Kenneth B. Lock Revocable Trust u/a/d 3/12/79 58,576 58,576
James R. Malik 208,176 78,006
Nancy W. Malik, Cust
Molly Jane Pearson UGMA IL. 11,320 11,320
Terence B. Bernier 39,050 39,050
Nancy W. Malik 208,176 66,500
</TABLE>
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<TABLE>
<CAPTION>
Shares of Common Stock RRA Common Stock
Name of Selling Stockholder Owned Before the Offering (2)(3) Offered hereby(3)
--------------------------- -------------------------------- -----------------
<S> <C> <C>
Nancy W Malik, Trustee of the Nancy W. Malik 52,350 52,350
exemption trust created under the terms of the
Albert H. Wohlers 1991 Trust Exemption Trust
Susan W. Pearson 152,810 66,500
Susan W. Pearson, Trustee of the Susan
W. Pearson exemption trust created under
the terms of the Albert H. Wohlers 1991
Trust Exemption Trust. 52,350 52,350
Susan Wohlers Pearson Cust for Andrew James
Malik UGMA IL 11,320 11,320
Susan Wohlers Pearson Cust for Daniel James
Malik UGMA IL
11,320 11,320
Susan Wohlers Pearson Cust for Natalie Jane
Malik UGMA IL 11,320 11,320
</TABLE>
(2) Includes the number of shares of Common Stock that are held indirectly for
the benefit of such individuals or jointly, or directly or indirectly, for
certain members of such individuals' families, with respect to which beneficial
ownership in certain cases may be disclaimed.
(3) Numbers of shares adjusted to reflect a two-for-one stock split in the form
of a stock distribution declared by the Company's Board of Directors on May 21,
1997 for shareholders of record on June 6, 1997.
The Registration Rights Agreement
Shelf Registration. The Company has agreed in the Registration Rights Agreement
to file the registration statement of which this Prospectus forms a part, to use
its commercially reasonable efforts to cause such registration statement to be
declared effective under the Securities Act as soon as possible after its
initial filing date and to keep it continuously effective in order to permit
this Prospectus to be usable at all times during the period ending on the second
anniversary of the date on which such registration statement becomes effective
or such shorter period that will terminate when the RRA Common Stock is publicly
sold (the "Effectiveness Period").
PLAN OF DISTRIBUTION
The Selling Stockholders may sell the Common Stock being offered hereby directly
to other purchasers, or to or through underwriters, dealers or agents. To the
extent required, a Prospectus Supplement with respect to the Common Stock will
set forth the terms of the offering of the Common Stock, including the name(s)
of any underwriters, dealers or agents, the name(s) of the Selling Stockholders,
the number of shares of Common Stock to be sold, the price of the offered Common
Stock, any underwriting discounts or other items constituting underwriters'
compensation and any discounts or concessions allowed or reallowed or paid to
dealers.
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The Common Stock offered hereby may be sold from time to time directly by the
Selling Stockholders or, alternatively, through underwriters, broker-dealers or
agents. Such Common Stock may be sold in one or more transactions at fixed
prices, at prevailing market prices at the time of sale, at varying prices
determined at the time of sale or at negotiated prices. Such sales may be
effected in transactions (which may involve crosses or block transactions) (i)
on any national securities exchange or quotation service on which the Common
Stock may be listed or quoted at the time of sale, (ii) in the over-the-counter
market, (iii) in transactions otherwise than on such exchanges or services or in
the over-the-counter market or (iv) through the writing of options. In
connection with sales of the Common Stock offered hereby or otherwise, the
Selling Stockholders may enter into hedging transactions with broker-dealers,
which may in turn engage in short sales of such Common Stock in the course of
hedging the positions they assume. The Selling Stockholders may also sell the
Common Stock offered hereby short and deliver such Common Stock to close out
such short positions, or loan or pledge such Common Stock to broker-dealers that
in turn may sell such securities. The Common Stock offered hereby also may be
sold pursuant to Rule 144 under the Securities Act.
Any Selling Stockholder and any such underwriters, brokers, dealers or agents,
upon effecting the sale of the Common Stock, may be deemed "underwriters" as
that term is defined by the Securities Act.
The underwriter or underwriters with respect to a particular underwritten
offering of Common Stock will be named in the Prospectus Supplement relating to
such offering, and if an underwriting syndicate is used, the managing
underwriter or underwriters will be set forth on the cover of such Prospectus
Supplement. Unless otherwise set forth in the Prospectus Supplement, the
obligations of the underwriters to purchase the Common Stock will be subject to
certain conditions precedent and the underwriters will be obligated to purchase
all the Common Stock if any is purchased. Any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
If a dealer is utilized in the sale of any Common Stock in respect of which this
Prospectus is delivered, the Selling Stockholders may sell such Common Stock to
the dealer, as principal. The dealer may then resell such Common Stock to the
public at varying prices to be determined by such dealer at the time of resale.
To the extent required, the name of the dealer and the terms of the transaction
will be set forth in the Prospectus Supplement relating thereto.
In connection with the sale of the Common Stock offered hereby, underwriters or
agents may receive compensation from the Company, the Selling Stockholders or
from purchasers of such Common Stock for whom they may act as agents in the form
of discounts, concessions, or commissions. Underwriters, agents, and dealers
participating in the distribution of the Common Stock may be deemed to be
underwriters, and any such compensation received by them and any profit on the
resale of Common Stock by them may be deemed to be underwriting discounts or
commissions under the Securities Act.
The Common Stock is listed on the NYSE, the Pacific Stock Exchange, the Chicago
Stock Exchange and the London Stock Exchange. Any underwriters to whom Common
Stock is sold by the Selling Stockholders for public offering and sale may make
a market in such Common Stock, but such underwriters will not be obligated to do
so and may discontinue any market making at any time without notice. No
assurance can be given as to the liquidity of the trading market for any Common
Stock.
The Selling Stockholders, agents, dealers, and underwriters may be entitled
under the Registration Rights Agreement or other agreements entered into with
the Company to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments that the Selling Stockholders, agents, dealers, or underwriters may
be required to make with respect thereto. Underwriters, dealers, or agents and
their associates may be customers of, engage in transactions with and perform
services for, the Company in the ordinary course of business.
The Company has agreed to pay certain expenses in connection with the offering
contemplated hereby, including (i) registration and filing fees, (ii) fees and
expenses of providing certain information to the Sellers, (iii) fees and
expenses of compliance with securities or blue sky laws and (iv) fees and
expenses of preparing and delivering certificates representing the Common Stock.
Any Selling Stockholder may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the Common
Stock against certain liabilities, including liabilities arising under the
Securities Act. The Company and the Selling Stockholders have agreed to
indemnify each other and certain other persons against certain liabilities in
connection with the offering of the Common Stock including liabilities arising
under the Securities Act.
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LEGAL MATTERS
The validity of the Common Stock being offered hereby is being passed upon for
the Company by Gregory Van Gundy, Marsh & McLennan Companies, Inc., 1166 Avenue
of the Americas, New York, New York 10036-2774. Mr. Van Gundy, General Counsel
and Secretary of the Company, beneficially owns, or has rights to acquire under
the Company's employee benefit plans, an aggregate of less than 1% of the
Company's Common Stock.
EXPERTS
The consolidated financial statements and supplemental notes of the Company and
its subsidiaries as of December 31, 1996 and 1995 and for each of the years in
the three year period ended December 31, 1996, included and incorporated by
reference in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 and incorporated by reference into this Prospectus, have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
The consolidated financial statements of Johnson & Higgins and its subsidiaries
as of and for the year ended December 31, 1996, included in the Company's
Current Report on Form 8-K filed with the Commission on April 7, 1997, and
incorporated by reference into this Prospectus, have been audited by Arthur
Andersen LLP, independent public accounts, as indicated in their report with
respect thereto, and incorporated herein in reliance upon the authority of said
firm as experts in accounting and auditing.
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