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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
AMENDMENT NO. 2
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
STATEMENT ON
SCHEDULE 13D
AMENDMENT NO. 3
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 MARK RAWLINSON
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. 2 to the
Schedule 14D-1 also constitutes Amendment No. 3 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.
Item 10(f) is hereby amended and supplemented by incorporation by
reference of the following information:
On October 5, 1998, Marsh & McLennan issued a press release which
announced, among other things, that Marsh & McLennan intends to extend the
Initial Offer Period of the Offer to 10:00 p.m. (London time), 5:00 p.m.
(New York City time) on October 20, 1998. The Initial Offer Period of the
Offer had been previously scheduled to expire at 3:00 p.m. (London time),
10:00 a.m. (New York City time) on October 5, 1998. A copy of the press
release is filed herewith as Exhibit (a)(13) and is incorporated by
reference herein.
On October 6, 1998, Marsh & McLennan issued a press release which
announced, among other things, that Marsh & McLennan has extended the
Initial Offer Period of the Offer to 10:00 p.m. (London time), 5:00 p.m.
(New York City time) on October 20, 1998. The Initial Offer Period of the
Offer had been previously scheduled to expire at 3:00 p.m. (London time),
10:00 a.m. (New York City time) on October 5, 1998. As of 3:00 p.m.
(London time), 10:00 a.m. (New York City time) on October 5, 1998, valid
acceptances of the Ordinary Offer had been received in respect of
337,039,443 Sedgwick Shares, representing 60.8% of the issued and
outstanding Sedgwick Shares. A copy of the press release is filed herewith
as Exhibit (a)(14) 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)(13) Text of press release of Marsh & McLennan, dated October 5,
1998.
(a)(14) Text of press release of Marsh & McLennan, dated October 6,
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
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Name: Gregory F. Van Gundy
Title: General Counsel and Secretary
Dated: October 6, 1998
EXHIBIT INDEX
(a)(13) Text of press release of Marsh & McLennan, dated
October 5, 1998.
(a)(14) Text of press release of Marsh & McLennan, dated
October 6, 1998.
EXHIBIT (A)(13)
October 5, 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 TO BE EXTENDED UNTIL OCTOBER 20, 1998
Marsh & McLennan Companies, Inc. announces that it intends to extend the
acceptance period for its recommended cash offers for Sedgwick Group plc to
10.00 p.m. (London time), 5.00 p.m. (New York City time) on October 20,
1998. The Initial Offer Period would otherwise expire today. Since the
relevant regulatory and other conditions have not yet been satisfied, the
Offers will not be declared unconditional today. A formal announcement
giving the acceptance levels will be made by 8.30 a.m. (London time)
tomorrow, October 6, 1998.
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
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.
EXHIBIT (A)(14)
OCTOBER 6, 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 EXTENDED UNTIL OCTOBER 20, 1998
Marsh & McLennan Companies, Inc. announced today an extension of the
acceptance period for its recommended cash offers for Sedgwick Group plc to
10.00 p.m. (London time), 5.00 p.m. (New York City time) on October 20,
1998. The Initial Offer Period would otherwise have expired yesterday.
By 3.00 p.m. (London time), 10.00 a.m. (New York City time) on October 5,
1998 valid acceptances of the Ordinary Offer had been received in respect
of 337,039,443 Sedgwick Shares, representing 60.8 per cent. of Sedgwick's
issued share capital. This includes acceptances in respect of securities
representing 223,872,947 Sedgwick Shares, representing 40.4 per cent. of
Sedgwick's issued 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 184,108 Sedgwick Shares, representing 0.03 per cent. 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, representing in aggregate 40.4 per cent. of Sedgwick's
issued share capital, of which securities representing 245,814 Sedgwick
Shares, and representing 0.04 per cent. 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 per cent. of Sedgwick's issued share capital,
prior to the commencement of the Offer Period.
Save as disclosed above, 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).
Marsh & McLennan may declare the Offers unconditional in all respects at
any time if all applicable conditions have been satisfied, fulfilled or, to
the extent permitted, waived. In the event that the Ordinary Offer and the
Convertible Offer become or are declared wholly unconditional, they will be
held open for acceptance for not less than 14 calendar days from the date
on which they are so declared. Marsh & McLennan also reserves 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.
