SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
AMENDMENT NO. 3
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
STATEMENT ON
SCHEDULE 13D
AMENDMENT NO. 4
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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SEDGWICK GROUP PLC
(NAME OF SUBJECT COMPANY)
MARSH & MCLENNAN COMPANIES, INC.
(BIDDER)
ORDINARY SHARES OF 10 PENCE EACH AND
AMERICAN DEPOSITARY SHARES, EACH REPRESENTING FIVE
ORDINARY SHARES AND EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
(TITLE OF CLASS OF SECURITIES)
815673108 (ORDINARY SHARES)
315673207 (AMERICAN DEPOSITARY SHARES)
(CUSIP NUMBER OF CLASS OF SECURITIES)
GREGORY F. VAN GUNDY
GENERAL COUNSEL AND SECRETARY
1166 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036-2774
(212) 345-5000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
COPIES TO:
DAVID J. FRIEDMAN MARK RAWLINSON
MICHAEL E. HATCHARD FRESHFIELDS
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 65 FLEET STREET
919 THIRD AVENUE LONDON EUY 1HS, ENGLAND
NEW YORK, NEW YORK 10022 (011) 44-171-936-4000
(212) 735-3000
Marsh & McLennan Companies, Inc., a Delaware corporation ("Marsh
& McLennan"), hereby amends and supplements its Tender Offer Statement on
Schedule 14D-1 ("Schedule 14D-1") filed with the Securities and Exchange
Commission (the "Commission") on September 4, 1998 relating to the offer to
purchase (the "Ordinary Offer") all of the outstanding (a) ordinary shares
of 10 pence each ("Sedgwick Shares") of Sedgwick Group plc ("Sedgwick") at
a price of 225 pence in cash per Sedgwick Share and (b) American Depositary
Shares of Sedgwick ("Sedgwick ADSs"), each representing five Sedgwick
Shares and evidenced by American Depositary Receipts, at a price of pound
sterling11.25 in cash per Sedgwick ADS. This Amendment No. 3 to the
Schedule 14D-1 also constitutes Amendment No. 4 to the Schedule 13D of
Marsh & McLennan with respect to Sedgwick Shares and Sedgwick ADSs filed
with the Commission on September 3, 1998.
Item 10. Additional Information.
Items 10(b), (c) and (e) are hereby amended and supplemented by
incorporation by reference of the following information:
On October 16, 1998, Marsh & McLennan and Sedgwick issued a press
release which announced, among other things, that they had received
clearance from the Federal Trade Commission (the "FTC") for their proposed
business combination. The FTC granted early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 on
October 16, 1998. A copy of the press release is filed herewith as Exhibit
(a)(15) and is incorporated by reference herein.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by the addition of the
following exhibits thereto:
(a)(15) Text of press release of Marsh & McLennan and Sedgwick,
dated October 16, 1998.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
MARSH & McLENNAN COMPANIES, INC.
By: /s/ Gregory F. Van Gundy
------------------------------------
Name: Gregory F. Van Gundy
Title: General Counsel and Secretary
Dated: October 16, 1998
EXHIBIT INDEX
(a)(15) Text of press release of Marsh & McLennan and Sedgwick,
dated October 16, 1998.
Exhibit (a)(15)
October 16, 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
CLEARANCE RECEIVED FROM FEDERAL TRADE COMMISSION
Marsh & McLennan Companies, Inc. and Sedgwick Group plc announced today
that they have received clearance from the United States Federal Trade
Commission ("FTC") for their proposed merger. The FTC granted early
termination of the waiting period under the United States Hart-Scott-
Rodino Antitrust Improvements Act of 1976 on October 16, 1998.
The consummation of the Offers remains subject to the satisfaction of
certain other conditions, including relevant regulatory conditions. As
previously announced, the acceptance period has been extended to 10.00
p.m. (London time), 5.00 p.m. (New York City time) on October 20, 1998.
Marsh & McLennan has reserved the right to extend the Offers further
beyond the October 20, 1998 closing date, but is not obliged to do so.
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 36,000 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.
Contact:
Marsh & McLennan
Barbara Perlmutter +1 212 345 5585
Kekst & Company +1 212 521 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.
