SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 11
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
STATEMENT ON
SCHEDULE 13D
AMENDMENT NO. 12
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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)
815673207 (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 ECY 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 (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. 11 to the
Schedule 14D-1 also constitutes Amendment No. 12 to the Schedule 13D of
Marsh & McLennan with respect to Sedgwick Shares and Sedgwick ADSs filed
with the Commission on September 3, 1998.
Item 6. Interest in Securities of the Subject Company
Items 6(a) and (b) are hereby amended and supplemented by
incorporation by reference therein of the following information:
On November 25, 1998, Marsh & McLennan issued a press release
(the "Press Release") which announced, among other things, that it has
acquired or agreed to acquire 94.8% of the Sedgwick Shares (including
Sedgwick Shares represented by Sedgwick ADSs) to which the Ordinary Offer
relates. A copy of the press release is filed herewith as Exhibit (a)(23)
and is incorporated by reference herein.
Item 10. Additional Information.
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
has issued notices to those Sedgwick shareholders who have not already
accepted the Ordinary Offer, informing them that it intends to exercise its
rights under Section 429 of the United Kingdom Companies Act to acquire
compulsorily all their Sedgwick Shares (including Sedgwick Shares
represented by Sedgwick ADSs). In addition, the Press Release also gave
notice that (i) the Ordinary Offer will remain open for acceptance until
further notice, (ii) at least 14 calendar days' notice in writing will be
given before the Ordinary Offer is closed and (iii) Marsh & McLennan
intends to request the London Stock Exchange and the New York Stock
Exchange to delist the Sedgwick Shares and Sedgwick ADSs as soon as
practicable. A copy of the notice issued to Sedgwick shareholders is filed
herewith as Exhibit (a)(24) 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)(23) Text of press release of Marsh & McLennan, dated November
25, 1998.
(a)(24) Text of notice to Sedgwick shareholders, dated November 25,
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: November 25, 1998
EXHIBIT INDEX
(a)(23) Text of press release of Marsh & McLennan, dated November
25, 1998.
(a)(24) Text of notice to Sedgwick shareholders, dated November 25,
1998.
Exhibit (a)(23)
November 25, 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
Commencement of compulsory acquisition procedure
Marsh & McLennan Companies, Inc. today announced that it has acquired or
agreed to acquire 94.8per cent of the Sedgwick Shares (including Sedgwick
Shares represented by Sedgwick ADSs) to which the Ordinary Offer relates.
Accordingly, Marsh & McLennan has today issued notices to those Sedgwick
Shareholders who have not already accepted the Ordinary Offer, informing
them that it intends to exercise its rights under section 429 of the United
Kingdom Companies Act to acquire compulsorily all their Sedgwick Shares
(including those represented by Sedgwick ADSs).
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 intends to request the London Stock Exchange and the New
York Stock Exchange to de-list the Sedgwick Securities as soon as
practicable.
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
50,000 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 +1 212 345 5585
Barbara Perlmutter
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.
Exhibit (a)(24)
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
When considering what action you should take, you are recommended
immediately to seek your own financial advice from your stockbroker, bank
manager, solicitor, accountant or other independent professional advisor
authorized under the Financial Services Act 1986.
If you have sold or otherwise transferred your Sedgwick Securities
(otherwise than pursuant to the Ordinary Offer) please send this letter,
together with the accompanying documents, as soon as possible to the
purchaser or transferee, or to the stockbroker, bank, or other agent
through whom the sale or transfer was affected for onward transmission to
the purchaser or transferee. However, such documents should not be
forwarded or transmitted into Canada, Australia or Japan or any other
jurisdiction if to do so would constitute a violation of the relevant laws
in such jurisdictions. See paragraph 8 of Part B of Appendix I to the Offer
Document.
If you have already validly accepted the Ordinary Offer in respect of
all your Sedgwick Securities you should ignore this letter and the
accompanying documents.
JPMorgan Donaldson, Lufkin & Jenrette
Morgan Guaranty Donaldson, Lufkin & Jenrette International
Trust Company 99 Bishopsgate, London EC2M 3XD
of New York
PO Box 161
60 Victoria Embankment
London EC4Y 0JP
To Sedgwick Shareholders who have not accepted the Ordinary Offer
made on behalf of Marsh & McLennan Companies, Inc. and, for information
only, to Sedgwick ADS holders who have not accepted the Ordinary Offer (in
both cases other than Sedgwick Securityholders in Canada, Australia or
Japan).
November 25, 1998
Dear Sedgwick Shareholder and ADS Holder
Recommended Cash Offers for Sedgwick Group plc
on behalf of Marsh & McLennan Companies, Inc.
We refer to the offer document dated September 4, 1998 (the "Offer
Document") setting out the terms of the recommended cash offers on behalf
of Marsh & McLennan Companies, Inc. for all the issued and to be issued
ordinary share capital of Sedgwick and for all the outstanding Sedgwick
Convertible Bonds.
The Offers have now been declared unconditional in all respects and
Marsh & McLennan has acquired or contracted to acquire more than 90 per
cent of the Sedgwick Shares (including Sedgwick Shares represented by
Sedgwick ADSs) to which the Ordinary Offer relates. Marsh & McLennan now
intends to acquire compulsorily all the issued and to be issued Sedgwick
Shares which it does not already own or has not contracted to acquire
(including Sedgwick Shares represented by Sedgwick ADSs) under the
provisions of the UK Companies Act 1985.
According to the records of Computershare Services, PLC, you have not
yet accepted the Ordinary Offer in respect of some or all of the Sedgwick
Securities held by you. Accordingly, if you are a holder of Sedgwick
Shares, you will find enclosed with this letter a statutory notice
informing you that Marsh & McLennan intends to acquire compulsorily your
holding of Sedgwick Shares.
You may still accept the Ordinary Offer (whether as a holder of
Sedgwick Shares or Sedgwick ADSs), which remains open until further notice
from Marsh & McLennan compulsorily acquires your Sedgwick Shares (including
Sedgwick Shares represented by Sedgwick ADSs)
A subsidiary of J.P. Morgan & Co. Incorporated Regulated by The Securities
Registered as a branch in England, Branch and Futures Authority
No. 001366 Registered No. FC000297. A Limited Registered in England and
Liability Private Company. Registered with Wales:2475089
the Superintendent of Banks in the State of
New York, U.S.A. Incorporated with limited
liability in the State of New York, U.S.A.
Regulated by SFA and IMRO
To accept Marsh & McLennan's Ordinary Offer
To accept the Ordinary Offer, if you now wish to do so and you hold
Sedgwick Shares, you should complete and return the Shareholder Form of
Acceptance (a further copy of which is enclosed) in accordance with the
instructions printed thereon and set out in the Offer Document. The
completed, signed and (if you are an individual) witnessed Shareholder Form
of Acceptance together with, if your Sedgwick Shares are not in CREST, the
share certificate(s) and/or other document(s) of title for your Sedgwick
Shares, should be returned by post or by hand to Computershare Services,
PLC, PO Box 859, The Pavilions, Bridgwater Road, Bristol BS99 1XZ or by
hand, during normal business hours only, to Computershare Services PLC, 7th
Floor, Jupiter House, Triton Court, 14 Finsbury Circus, London EC2A 1BR, as
soon as possible.
If your Sedgwick Shares are in uncertificated form (that is, in
CREST) you should read carefully paragraph 9 of Part B of Appendix I to the
Offer Document which sets out the acceptance procedures for holders of
Sedgwick Shares in uncertificated form.
Holders of Sedgwick ADSs may also still accept the Ordinary Offer. If
they now wish to do so, such persons should complete the Letter of
Transmittal (a further copy of which is enclosed) in accordance with the
instructions printed thereon and set out in the Offer Document and send it
by post or by hand to the US Depositary, The Bank of New York, 101 Barclay
Street, New York, New York 10286, marked for the attention of Tenders and
Exchanges, as soon as possible.
Further copies of the Shareholder Form of Acceptance and Letter of
Transmittal are available from Computershare Services PLC and The Bank of
New York respectively at the above addresses or from Georgeson & Company,
Inc., Wall Street Plaza, New York, New York 10005, the information agent
for the Offers. Further copies of the Offer Document are available at all
three addresses.
Any Shareholder Form of Acceptance or Letter of Transmittal received
in an envelope postmarked in Canada, Australia or Japan or otherwise
appearing to Marsh & McLennan or its agents to have been sent from Canada,
Australia or Japan may be rejected as an invalid acceptance of the Ordinary
Offer. For further information for overseas securityholders, see paragraph
16 on page 17 of the Offer Document and Paragraph 8 of Part B of Appendix I
to the Offer Document.
If you do not accept Marsh & McLennan's Ordinary Offer
The enclosed statutory notice has the effect that, subject as stated
in the notice, Marsh & McLennan will be entitled and bound to acquire your
Sedgwick Shares (including Sedgwick Shares represented by Sedgwick ADSs) in
due course and, if you take no further action, your Sedgwick Shares
(including Sedgwick Shares represented by Sedgwick ADSs) will be so
acquired. The terms of the compulsory acquisition of Sedgwick Shares are
set out in the enclosed statutory notice.
The consideration will only be transferred to the Sedgwick
Shareholder entitled thereto upon application to Sedgwick Group plc, c/o
Computershare Services PLC, at the address set out below at any time after
January 6, 1999 provided such application is accompanied by satisfactory
evidence of entitlement such as the relevant share certificate(s) and/or
other document(s) of title and/or an acceptable form of indemnity in
respect of the Sedgwick Shares formerly held.
The consideration for Sedgwick Shares represented by Sedgwick ADSs
will be transferred to The Bank of New York as depositary for the Sedgwick
ADSs. The consideration will only be transferred to holders of Sedgwick
ADSs upon application to The Bank of New York at any time after January 6,
1999 provided that such application is accompanied by satisfactory evidence
of entitlement such as the relevant certificate(s) and/or other document(s)
of title and/or an acceptable form of indemnity in respect of the Sedgwick
ADSs held. Holders of ADSs will be paid the consideration for their
Sedgwick ADSs in US dollars converted from pounds sterling.
Any query or communication connected with this letter or its
enclosures should be addressed to Computershare Services PLC, PO Box 859,
The Pavilions, Bridgwater Road, Bristol ES99 1XZ (tel 0117 941 7700) or, if
you are a holder of Sedgwick ADSs, to The Bank of New York, 101 Barclay
Street, New York, New York, 10286 (tel 1800 507 9357) or Georgeson &
Company, Inc., Wall Street Plaza, New York, 10005 (tel 1 800 223 2064).
Yours faithfully,
Terence C. Eccles Clifford S.H. Hampton
Morgan Guaranty Trust Donaldson, Lufkin & Jenrette
Company of New York
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 Ordinary Offer is not being made, directly or indirectly, in or
into Canada, Australia or Japan. Accordingly, neither copies of this letter
nor any related offering documents are to be mailed or otherwise
distributed or sent in or into Canada, Australia or Japan.
The members of the Offer Committee of Marsh & McLennan listed in the
Offer Document accept responsibility for the information contained in this
letter and the enclosed notice and to the best of their knowledge and
belief (having taken all reasonable care to ensure that such is the case)
the information contained in this letter and the enclosed notice is in
accordance with the facts and does not omit anything likely to affect the
import of such information.
Terms defined in the Offer Document have the same meanings in this
letter unless the context requires otherwise.
