SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 6
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
STATEMENT ON
SCHEDULE 13D
AMENDMENT NO. 7
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)
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 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. 6 to the
Schedule 14D-1 also constitutes Amendment No. 7 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 therein of the press release issued by Marsh &
McLennan and Sedgwick on October 26, 1998, a copy of which is filed as
Exhibit (a)(18) hereto.
Item 10(f) is hereby amended and supplemented by incorporation by
reference therein of the notice published in the Wall Street Journal on
October 26, 1998, a copy of which is filed as Exhibit (a)(19) hereto.
Item 11 Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by the addition of the
following exhibits thereto:
(a)(18) Text of press release of Marsh & McLennan and Sedgwick,
dated October 26, 1998.
(a)(19) Notice published in the Wall Street Journal on October 26,
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 26, 1998
EXHIBIT INDEX
(a)(18) Text of press release of Marsh & McLennan and Sedgwick,
dated October 26, 1998.
(a)(19) Notice published in the Wall Street Journal on October 26,
1998.
EXHIBIT (A)(18)
October 26, 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 on 23
October, 1998 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.
Exhibit (a)(19)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell securities. The Offers (as defined below) are made in the
United States solely by the Offer to Purchase dated September 4, 1998 and
the related Letter of Transmittal and Forms of Acceptance and are not being
made to, nor will acceptances be accepted from or on behalf of, holders of
Sedgwick Shares (as defined below), Sedgwick ADSs (as defined below)
evidenced by Sedgwick ADRs (as defined below) or Sedgwick Convertible Bonds
(as defined below) in any jurisdiction in which the making of the Offers or
acceptance thereof would not be in compliance with the laws of such
jurisdiction. The Offer to Purchase, the Letter of Transmittal, the Forms
of Acceptance and related materials should not be forwarded or transmitted
in or into Canada, Australia or Japan.
Notice in connection with Recommended Cash Offers by
Morgan Guaranty Trust Company
of New York, London Branch
and
Donaldson, Lufkin & Jenrette International
on behalf of
Marsh & McLennan Companies, Inc.
to acquire all outstanding Ordinary Shares, American
Depositary Shares evidenced by American Depositary
Receipts and 7.25% Convertible Bonds 2008 of
Sedgwick Group plc
Morgan Guaranty Trust Company of New York, London Branch and Donaldson,
Lufkin & Jenrette International, acting in the United States through J.P.
Morgan Securities Inc. and Donaldson, Lufkin & Jenrette Securities
Corporation, on behalf of Marsh & McLennan Companies, Inc. (Marsh &
McLennan), are offering to purchase, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated September 4, 1998 (the
Offer to Purchase), the related Letter of Transmittal and the related Form
of Acceptance (collectively, the Ordinary Offer), (i) all outstanding
ordinary shares of 10 pence each (Sedgwick Shares) of Sedgwick Group plc
(Sedgwick) for 225 pence per Sedgwick Share in cash and (ii) all
outstanding American Depositary Shares of Sedgwick, each representing five
Sedgwick Shares (Sedgwick ADSs) and evidenced by American Depositary
Receipts (Sedgwick ADRs), for 11.25 per Sedgwick ADS in cash. Sedgwick
Shares and Sedgwick ADSs evidenced by Sedgwick ADRs are referred to
collectively as Sedgwick Securities. Morgan Guaranty Trust Company of New
York, London Branch and Donaldson, Lufkin & Jenrette International, acting
in the United States through J.P. Morgan Securities Inc. and Donaldson,
Lufkin & Jenrette Securities Corporation, on behalf of Marsh & McLennan,
are also offering to purchase, upon the terms and conditions set forth in
the Offer to Purchase and the related Form of Acceptance, all outstanding
7.25% Convertible Bonds 2008 of Sedgwick (Sedgwick Convertible Bonds) for
123 pence for every 1 nominal amount of Sedgwick Convertible Bonds (the
Convertible Offer and, together with the Ordinary Offer, the Offers).
THE INITIAL OFFER PERIOD, AS CURRENTLY EXTENDED, WILL EXPIRE AT 1:00 P.M.
(LONDON TIME), 8:00 A.M. (NEW YORK CITY TIME), ON NOVEMBER 3, 1998, UNLESS
FURTHER EXTENDED (THE INITIAL OFFER PERIOD). THE OFFERS MAY BE DECLARED
WHOLLY UNCONDITIONAL WHEN ALL CONDITIONS OF THE OFFERS HAVE BEEN SATISFIED,
FULFILLED OR, WHERE PERMITTED, WAIVED. IN THE EVENT THE OFFERS BECOME OR
ARE DECLARED WHOLLY UNCONDITIONAL, THE OFFERS WILL BE EXTENDED FOR A
SUBSEQUENT OFFER PERIOD OF AT LEAST 14 CALENDAR DAYS (THE SUBSEQUENT OFFER
PERIOD). HOLDERS OF SEDGWICK SECURITIES AND SEDGWICK CONVERTIBLE BONDS WILL
HAVE THE RIGHT TO WITHDRAW THEIR ACCEPTANCES OF THE OFFERS DURING THE
INITIAL OFFER PERIOD, AS CURRENTLY EXTENDED, INCLUDING ANY FURTHER
EXTENSION THEREOF, BUT NOT DURING THE SUBSEQUENT OFFER PERIOD.
The Ordinary Offer is conditional on, among other things, valid acceptances
being received (and not, where permitted, withdrawn) by the expiration of
the Initial Offer Period in respect of not less than 90 percent in nominal
value of Sedgwick Securities to which the Ordinary Offer relates, or such
lower percentage as Marsh & McLennan may decide, provided that such
condition (the Acceptance Condition) shall not be satisfied unless Marsh &
McLennan and/or its wholly owned subsidiaries shall have acquired or agreed
to acquire, whether pursuant to the Ordinary Offer or otherwise, Sedgwick
Securities carrying in the aggregate more than 50 percent of the voting
rights then exercisable at general meetings of Sedgwick and all other
conditions shall have been satisfied, fulfilled or, to the extent
permitted, waived.
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 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 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 PERCENT MAY WISH TO
CONSIDER WITHDRAWING THEIR ACCEPTANCES NOW.
Requests for assistance or copies of the Offer to Purchase, the Letter of
Transmittal, the Forms of Acceptance and all other related materials may be
directed to the U.S. Dealer Managers or the Information Agent as set forth
below, and copies will be furnished promptly at Marsh & McLennan's expense.
The Information Agent for the Offers is:
GEORGESON
& COMPANY INC.
Wall Street Plaza
New York, New York 10005
Banks and Brokers call collect (212) 440-9800
All Others Call Toll Free: 1-800-223-2064
The U.S. Dealer Managers for the Offers are:
J.P. Morgan & Co. Donaldson, Lufkin & Jenrette
60 Wall Street 277 Park Avenue
New York, New York 10260 New York, New York 10172
(212) 648-7843 (Call Collect) (212) 892-8223 (Call Collect)
October 26, 1998
