SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Amendment No. 8
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
Statement on
SCHEDULE 13D
Amendment No. 9
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)
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 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)11.25 in cash per Sedgwick ADS. This Amendment No. 8 to the
Schedule 14D-1 also constitutes Amendment No. 9 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 of the following information:
On November 3, 1998, Marsh & McLennan issued a press release which
announced, among other things, that all remaining conditions to its Offers
for Sedgwick have now been satisfied or, where permitted, waived and,
accordingly, the Offers have been declared unconditional in all respects.
Marsh & McLennan further announced that by 1:00 p.m. (London time),
8:00 a.m. (New York City time) on November 3, 1998 Marsh & McLennan had
received valid acceptances of the Ordinary Offer for 467,302,263 Sedgwick
Shares and 1,141,426 Sedgwick ADSs, representing in aggregate 473,009,393
Sedgwick Shares and 85.4 per cent of Sedgwick's issued share capital. As
previously reported, Marsh & McLennan has also agreed during the Offer
period to acquire 15,000,000 Sedgwick Shares, representing 2.7 per cent of
Sedgwick's issued share capital which, when aggregated with the valid
acceptances received, represent 488,009,393 Sedgwick Shares and 88.1 per
cent of Sedgwick's issued share capital.
Marsh & McLennan had also received valid acceptances of the offer for
Sedgwick Convertible Bonds (the "Convertible Offer") for (pound)39,795,000
in nominal value of Sedgwick Convertible Bonds, representing 95.9 per cent
of the nominal value of issued and Sedgwick Convertible Bonds.
Item 10. Additional Information.
Item 10(f) is hereby amended and supplemented by incorporation by
reference of the following information:
On November 3, 1998, Marsh & McLennan issued a press release which
announced, among other things, that all remaining conditions to its Offers
for Sedgwick have now been satisfied or, where permitted, waived and,
accordingly, the Offers have been declared unconditional in all respects.
Marsh & McLennan also announced that the Offers will remain open for
acceptance until further notice. At least 14 calendar days' notice will be
given before the Ordinary Offer or the Convertible Offer are closed. Marsh
& McLennan, having received sufficient acceptances of the Convertible
Offer, intends to apply the provisions of sections 428 to 430F of the
Companies Act 1985 to acquire compulsorily the outstanding Sedgwick
Convertible Bonds. A copy of the press release is filed herewith as Exhibit
(a)(20) 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 exhibit thereto:
(a)(20) Text of press release of Marsh & McLennan, dated
November 3, 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: November 3, 1998
EXHIBIT INDEX
(a)(20) Text of press release of Marsh & McLennan, dated
November 3, 1998.
November 3, 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 declared unconditional in all respects
Marsh & McLennan Companies, Inc. today announced that all remaining
conditions to its Offers for Sedgwick Group plc have now been satisfied or,
where permitted, waived and, accordingly, the Offers have been declared
unconditional in all respects.
By 1.00 p.m. (London time), 8.00 a.m. (New York City time) on November 3,
1998 Marsh & McLennan had received valid acceptances of the Ordinary Offer
for 467,302,263 Sedgwick Shares and 1,141,426 Sedgwick ADSs, representing
in aggregate 473,009,393 Sedgwick Shares and 85.4 per cent. of Sedgwick's
issued share capital. Marsh & McLennan had also received valid acceptances
of the offer for Sedgwick Convertible Bonds (the "Convertible Offer") for
(pound)39,785,000 in nominal value of Sedgwick Convertible Bonds,
representing 95.9 per cent. of the nominal value of issued Sedgwick
Convertible Bonds.
As anticipated in its announcement dated October 23, 1998, Marsh & McLennan
has reduced the percentage of Sedgwick Securities required to satisfy the
Acceptance Condition relating to the Ordinary Offer. Accordingly, the
Ordinary Offer and the Convertible Offer have been declared unconditional
in all respects and Sedgwick Securityholders' and Sedgwick Bondholders'
withdrawal rights have been terminated.
Marsh & McLennan has also agreed during the Offer Period to acquire
15,000,000 Sedgwick Shares, representing 2.7 per cent. of Sedgwick's issued
share capital which, when aggregated with the valid acceptances received,
represent 488,009,393 Sedgwick Shares and 88.1 per cent. of Sedgwick's
issued share capital.
A.J.C. Smith, chairman and chief executive officer of Marsh & McLennan
Companies, said, "We are very pleased that the final conditions to our
proposed merger have now been satisfied and we can begin to move forward
with the integration of our two organisations. We believe that this
strategic combination with Sedgwick will yield substantial benefits for our
respective clients, shareholders and employees and we look forward to
completing the transaction as quickly as possible."
Sax Riley, chairman of Sedgwick, said, "We are very excited about our
future partnership with Marsh & McLennan and are eager to begin the
integration process now that the conditions to the merger have been
satisfied."
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, having received
sufficient acceptances of the Convertible Offer, intends to apply the
provisions of sections 428 to 430F of the Companies Act 1985 to acquire
compulsorily the outstanding Sedgwick Convertible Bonds.
Sedgwick Securityholders who have not yet accepted the Ordinary Offer, and
Sedgwick Bondholders who have not yet accepted the Convertible Offer, are
urged to complete and return their Acceptance Forms as soon as possible.
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
39,000 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.
The acceptance level in respect of the Ordinary Offer of 85.4 per cent.
above includes acceptances in respect of securities representing
223,925,945 Sedgwick Shares and 40.4 per cent. of Sedgwick's issued
ordinary 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
securities representing 237,106 Sedgwick Shares and 0.04 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 and 40.4 per
cent. of Sedgwick's issued share capital, of which securities representing
245,814 Sedgwick Shares and 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 ordinary share
capital, prior to the commencement of the Offer Period. Save as disclosed
in this announcement, 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).
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.
