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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
AMENDMENT NO. 5
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
STATEMENT ON
SCHEDULE 13D
AMENDMENT NO. 6
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. 5 to the
Schedule 14D-1 also constitutes Amendment No. 6 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 23, 1998, Marsh & McLennan and Sedgwick issued a press
release (the "Press Release") which announced, among other things, that the
European Commission had approved their proposed business combination. A
copy of the press release is filed herewith as Exhibit (a)(17) and is
incorporated by reference herein.
Item 10(f) is hereby amended and supplemented by incorporation by
reference of the following information:
Marsh & McLennan also gave notice in the Press Release that it
reserves the right to reduce the percentage of Sedgwick Securities required
to satisfy the Acceptance Condition of the Ordinary Offer to not less than
50.1 percent in nominal value of the Sedgwick Securities to which the
Ordinary Offer relates. Any such reduction of the percentage of Sedgwick
Securities required to satisfy the Acceptance Condition of the Ordinary
Offer would not be effected before November 2, 1998. Although such
reduction in the percentage of Sedgwick Securities required to satisfy the
Acceptance Condition of the Ordinary Offer is possible on or after such
date, Marsh & McLennan need not declare its actual intentions until it is
required to do so under the city code on takeovers and mergers.
There may be no further announcement concerning Marsh & McLennan's
right to reduce the percentage of Sedgwick Securities required to satisfy
the Acceptance Condition of the Ordinary Offer. Any such reduction in the
percentage of Sedgwick Securities required to satisfy the Acceptance
Condition of the Ordinary Offer, once all other conditions to the Ordinary
Offer have been fulfilled, satisfied or, where permitted, waived, could
result in the ordinary offer being declared wholly unconditional and the
consequent termination of withdrawal rights. Accordingly, holders of
Sedgwick Securities who have already accepted the Ordinary Offer but whose
willingness to accept would be affected if the percentage of Sedgwick
Securities required to satisfy the acceptance condition were reduced to a
level lower than 90 percent may wish to consider withdrawing their
acceptances now.
Item 11 Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by the addition of the
following exhibits thereto:
(a)(17) Text of press release of Marsh & McLennan and Sedgwick,
dated October 23, 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 23, 1998
EXHIBIT INDEX
(a)(17) Text of press release of Marsh & McLennan and Sedwick,
dated October 23, 1998.
EXHIBIT (A)(17)
October 23, 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 EUROPEAN COMMISSION AND
RESERVATION OF THE RIGHT TO REDUCE THE ACCEPTANCE CONDITION
Marsh & McLennan Companies, Inc. and Sedgwick Group plc announced today
that the European Commission has approved their proposed merger.
The consummation of the Offers remains subject to the satisfaction of
certain other conditions, including obtaining certain outstanding
regulatory consents, which Marsh & McLennan and Sedgwick believe will be
satisfied within the existing bid timetable. As previously announced, the
acceptance period has been extended to 1.00 p.m. (London time), 8.00 a.m.
(New York City time) on November 3, 1998.
The European Commission's approval follows clearance for the merger from
the United States Federal Trade Commission, announced on October 16, 1998.
These regulatory approvals were welcomed by A.J.C. Smith, chairman and
chief executive officer of Marsh & McLennan Companies. "We believe that
the merger with Sedgwick offers substantial benefits for our clients, our
shareholders and our employees", he said. "We are looking forward to
realising these benefits."
In addition, Marsh & McLennan hereby gives notice that it reserves the
right to reduce the percentage of Sedgwick Securities required to satisfy
the Acceptance Condition to not less than 50.1 per cent. in nominal value
of Sedgwick Securities to which the Ordinary Offer relates. Any such
reduction of the percentage of Sedgwick Securities required to satisfy the
Acceptance Condition would not be effected before November 2, 1998.
Although such reduction in the percentage of Sedgwick Securities required
to satisfy the Acceptance Condition is possible on or after such date,
Marsh & McLennan need not declare its actual intentions until it is
required to do so under The City Code on Takeovers and Mergers.
There may be no further announcement concerning Marsh & McLennan's right to
reduce the percentage of Sedgwick Securities required to satisfy the
Acceptance Condition. Any such reduction in the percentage of Sedgwick
Securities required to satisfy the Acceptance Condition, once all other
conditions to the Ordinary Offer have been fulfilled, satisfied or, where
permitted, waived, could result in the Ordinary Offer being declared wholly
unconditional and the consequent termination of withdrawal rights.
Accordingly, holders of Sedgwick Securities who have already accepted the
Ordinary Offer but whose willingness to accept would be affected if the
percentage of Sedgwick Securities required to satisfy the Acceptance
Condition were reduced to a level lower than 90 per cent. may wish to
consider withdrawing their acceptances now.
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.
