SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 3, 1998
(Date of earliest event reported)
Marsh & McLennan Companies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-5998 36-266-8272
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1166 Avenue of the Americas, New York, New York 10036
(Address of principal executive offices) (Zip Code)
(212) 345-5000
(Registrant's telephone number, including area code)
Page 1 of pages
Exhibit Index at page 4
Item 2. Acquisition and Disposition of Assets.
On September 4, 1998, Marsh & McLennan Companies, Inc. (the
"Registrant") commenced (i) an offer (the "Ordinary Offer") for each
ordinary share ("Sedgwick Share") of Sedgwick Group plc ("Sedgwick") at a
price of 225 pence in cash and each American Depositary Share representing
five Sedgwick Shares ("Sedgwick ADS") at a price of (pound)11.25 in cash
and (ii) an offer (the "Convertible Offer") for each (pound)1 nominal of
the Sedgwick 7.25% Convertible Bonds 2008 ("Sedgwick Convertible Bonds") at
123 pence in cash. Each of the Ordinary Offer and the Convertible Offer was
declared unconditional in all respects on November 3, 1998. As a result of
acceptances of the Ordinary Offer and the Convertible Offer and of the
Registrant having agreed to acquire 15,000,000 Sedgwick Shares during the
offer period, Registrant is the beneficial owner of approximately 488
million Ordinary Shares, representing approximately 88% of the issued share
capital of Sedgwick, and (pound)39,785,000 in nominal value of Sedgwick
Convertible Bonds, representing approximately 96% of the nominal value of
the outstanding Sedgwick Convertible Bonds.
The Ordinary Offer and Convertible Offer will remain open for
acceptance until further notice from the Registrant. In the event that the
Registrant acquires or contracts to acquire at least 90% in nominal value
of the Sedgwick Shares and shares represented by Sedgwick ADSs before
January 4, 1999 (being the end of the four month period commencing
September 4, 1998), it intends to give notice to holders of Sedgwick Shares
that it desires to acquire the remaining such securities compulsorily under
the applicable laws of the United Kingdom at the same price as under the
Ordinary Offer. Since the Registrant has acquired at least 90% in nominal
value of the Sedgwick Convertible Bonds, it gave notice to holders of
Sedgwick Convertible Bonds on November 6, 1998 that it desires to acquire
the remaining such securities compulsorily under the applicable laws of the
United Kingdom at the same price as under the Convertible Offer.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial Statements of Business Acquired.
Historical financial statements for Sedgwick will be filed
no later than January 15, 1999.
(b) Pro Forma Financial Information.
Pro forma financial information relating to the acquisition
will be filed no later than January 15, 1999.
(c) Exhibits.
99. 1 Press Release dated November 3, 1998
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MARSH & MCLENNAN COMPANIES, INC.
By: /s/ Gregory Van Gundy
_________________________
Name: Gregory Van Gundy
Title: Secretary
Date: November 12, 1998
EXHIBIT INDEX
Exhibit No. Exhibit Page
99.1 Press Release dated November 3, 1998
Exhibit 99.1
November 3, 1998
Not for release, publication or distribution in or into Canada, Australia
or Japan.
MARSH & McLENNAN COMPANIES, INC.
RECOMMENDED CASH OFFERS
FOR
SEDGWICK GROUP PLC
Offers declared unconditional in all respects
Marsh & McLennan Companies, Inc. today announced that all remaining
conditions to its Offers for Sedgwick Group plc have now been satisfied or,
where permitted, waived and, accordingly, the Offers have been declared
unconditional in all respects.
By 1:00 p.m. (London time), 8:00 a.m. (New York City time) on November 3,
1998 Marsh & McLennan had received valid acceptances of the Ordinary Offer
for 467,302,263 Sedgwick Shares and 1,141,426 Sedgwick ADSs, representing
in aggregate 473,009,393 Sedgwick Shares and 85.4 percent of Sedgwick's
issued share capital. Marsh & McLennan had also received valid acceptances
of the offer for Sedgwick Convertible Bonds (the "Convertible Offer") for
(pound)39,785,000 in nominal value of Sedgwick Convertible Bonds,
representing 95.9 percent of the nominal value of issued Sedgwick
Convertible Bonds.
As anticipated in its announcement dated October 23, 1998, Marsh & McLennan
has reduced the percentage of Sedgwick securities required to satisfy the
Acceptance Condition relating to the Ordinary Offer. Accordingly, the
Ordinary Offer and the Convertible Offer have been declared unconditional
in all respects and Sedgwick security holders' and Sedgwick bond holders'
withdrawal rights have been terminated.
Marsh & McLennan has also agreed during the Offer Period to acquire
15,000,000 Sedgwick shares, representing 2.7 percent of Sedgwick's issued
share capital which, when aggregated with the valid acceptances received,
represent 488,009,393 Sedgwick shares and 88.1 percent of Sedgwick's issued
share capital.
A.J.C. Smith, chairman and chief executive officer of Marsh & McLennan
Companies, said, "We are very pleased that the final conditions to our
proposed merger have now been satisfied and we can begin to move forward
with the integration of our two organizations. We believe that this
strategic combination with Sedgwick will yield substantial benefits for our
respective clients, shareholders and employees and we look forward to
completing the transaction as quickly as possible."
Sax Riley, chairman of Sedgwick, said, "We are very excited about our
future partnership with Marsh & McLennan and are eager to begin the
integration process now that the conditions to the merger have been
satisfied."
The Offers will remain open for acceptance until further notice. At least
14 calendar days' notice in writing will be given before the Ordinary Offer
or the Convertible Offer are closed. Marsh & McLennan, having received
sufficient acceptances of the Convertible Offer, intends to apply the
provisions of sections 428 to 430F of the Companies Act 1985 to acquire
compulsorily the outstanding Sedgwick Convertible Bonds.
Sedgwick security holders who have not yet accepted the Ordinary Offer, and
Sedgwick bond holders who have not yet accepted the Convertible Offer, are
urged to complete and return their Acceptance Forms as soon as possible.
Sedgwick Group plc is the London-based holding company of one of the
world's leading insurance, reinsurance and consulting groups. This group
provides insurance and reinsurance broking services, risk consulting,
employee benefits consulting and related financial services from more than
290 offices in 70 countries.
Marsh & McLennan Companies is a professional services firm providing risk
and insurance services, investment management and consulting. More than
39,000 employees worldwide provide analysis, advice and transactional
capabilities to clients in over 100 countries. Marsh & McLennan Companies'
stock (ticker symbol: MMC) is listed on the New York, Chicago, Pacific and
London stock exchanges. Its Web site address is www.marshmac.com.
The acceptance level in respect of the Ordinary Offer of 85.4 percent above
includes acceptances in respect of securities representing 223,925,945
Sedgwick shares and 40.4 percent of Sedgwick's issued ordinary share
capital, held by Sedgwick shareholders who had entered into irrevocable
undertakings prior to the commencement of the Offer Period to accept, or
procure the acceptance of, the Ordinary Offer, of which securities
representing 237,106 Sedgwick shares and 0.04 percent of Sedgwick's issued
share capital, are held by directors of Sedgwick who are deemed to be
acting in concert with Marsh & McLennan. Prior to the commencement of the
Offer Period, Marsh & McLennan had received irrevocable undertakings to
accept, or procure the acceptance of, the Ordinary Offer in respect of
securities representing 223,934,653 Sedgwick shares and 40.4 percent of
Sedgwick's issued share capital, of which securities representing 245,814
Sedgwick shares and 0.04 percent of Sedgwick's issued share capital, are
held by directors of Sedgwick. Such directors of Sedgwick also held in
aggregate a further 453,000 Sedgwick shares (being a non-beneficial
interest), representing 0.08 percent of Sedgwick's issued ordinary share
capital, prior to the commencement of the Offer Period. Save as disclosed
in this announcement, neither Marsh & McLennan, nor any person acting in
concert with Marsh & McLennan, held any Sedgwick shares (or rights over
such shares) prior to the commencement of the Offer Period nor has any such
person, since the commencement of the Offer Period, acquired, or agreed to
acquire, any Sedgwick shares (or rights over such shares).
Contact:
Marsh & McLennan (212) 345-5585
Barbara Perlmutter
Kekst & Company (212) 521-4800
Jim Fingeroth
Michael Freitag
Brunswick 44 171 404 5959
Alison Hogan
Sedgwick 44 171 377 3456
Julia Fish
J.P. Morgan, Donaldson, Lufkin & Jenrette and Cazenove, which are regulated
in the United Kingdom by the Securities and Futures Authority Limited, are
acting for Marsh & McLennan and for no one else in connection with the
Offers and will not be responsible to anyone other than Marsh & McLennan
for providing the protections afforded to their respective customers nor
for giving advice in relation to the Offers.
The Offers are not being made, directly or indirectly, in or into, Canada,
Australia or Japan. Accordingly, neither copies of this announcement nor
any related offering documents are to be mailed or otherwise distributed or
sent in or into Canada, Australia or Japan.
Terms defined in the offer document dated September 4, 1998 have the same
meaning in this announcement unless the context requires otherwise.
