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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
AMENDMENT NO. 9
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
STATEMENT ON
SCHEDULE 13D
AMENDMENT NO. 10
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 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. 9 to the
Schedule 14D-1 also constitutes Amendment No. 10 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 therein of the notice to Convertible Bondholders published in the
UK edition of The Financial Times and the London Gazette on November 6,
1998, a copy of which is filed as Exhibit (a)(21) hereto.
Item 10(f) is hereby amended and supplemented by incorporation by
reference of the following information:
On November 6, 1998, Marsh & McLennan issued a press release
which announced, among other things, that Marsh & McLennan was giving
notice under the UK Companies Act 1985 of its desire to acquire
compulsorily at the Convertible Offer price all of the Convertible Bonds
not already tendered. A copy of the press release is filed herewith as
Exhibit (a)(22) 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)(21) Notice to Convertible Bondholders published in the UK
edition of The Financial Times and the London Gazette on
November 6, 1998.
(a)(22) Text of press release of Marsh & McLennan, dated November 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
---------------------------------
Name: Gregory F. Van Gundy
Title: General Counsel and Secretary
Dated: November 6, 1998
EXHIBIT INDEX
(a)(21) Notice to Convertible Bondholders published in the UK
edition of The Financial Times and the London Gazette on
November 6, 1998.
(a)(22) Text of press release of Marsh & McLennan, dated November 6,
1998.
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF SEDGWICK
BONDHOLDERS.
When considering what action they should take, Sedgwick Bondholders are
recommended immediately to seek their own financial advice from their
stockbroker, bank manager, solicitor, accountant or other independent
professional adviser authorised under the Financial Services Act 1986.
NOTICE TO THE HOLDERS OF THE
POUND STERLING41,500,000 71/4 PER CENT. CONVERTIBLE BONDS 2008
OF SEDGWICK GROUP PLC
RECOMMENDED CASH OFFERS
by
J.P. MORGAN AND DONALDSON, LUFKIN & JENRETTE
on behalf of
MARSH & MCLENNAN COMPANIES, INC.
for
SEDGWICK GROUP PLC
Reference is made to the offer document dated 4 September 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.
Acceptances have been received in respect of more than 90 per cent. of the
Sedgwick Convertible Bonds to which the Convertible Offer relates.
Accordingly, Marsh & McLennan intends to acquire compulsorily all of the
outstanding Sedgwick Convertible Bonds under the provisions of the UK
Companies Act 1985. Sedgwick Bondholders who have already validly accepted
the Convertible Offer in respect of all their Sedgwick Convertible Bonds
should ignore this notice and need take no further action.
Sedgwick Bondholders who have not already done so may wish to accept the
Convertible Offer, rather than wait until Marsh & McLennan compulsorily
acquires their Sedgwick Convertible Bonds which have not been assented to
the Convertible Offer. The procedure for acceptance of the Convertible
Offer is set out in the Offer Document. Copies of the Offer Document and
Acceptance Forms are available for collection as provided in the Offer
Document, including from Computershare Services plc, 5-10 Great Tower
Street, London EC3R 5ER; Bank of New York, 101 Barclay Street, New York,
New York 10286; The Chase Manhattan Bank, Chaseside, Bournemouth BH7 7DB;
The Chase Manhattan Bank Luxembourg S.A., 5 rue Plaetis, L-2338 Luxembourg
Grund; and Lloyds Bank Registrars, The Causeway, Worthing, West Sussex BN99
6DA.
Subject as stated in the statutory notice set out below, Marsh & McLennan
will be entitled and bound to acquire all non-assented Sedgwick Convertible
Bonds in bearer form in due course. The terms of the compulsory
acquisition are set out in the statutory notice.
COMPANIES FORM No. 429(4)
429(4)
NOTICE TO NON-ASSENTING BONDHOLDERS
Pursuant to section 429(4)of the Companies Act 1985 as inserted
by Schedule 12 to the Financial Services Act 1986
To: The holders of Sedgwick Convertible Bonds (as defined below) in bearer
form who have not validly accepted Marsh & McLennan Companies, Inc.'s
Convertible Offer (as defined below) dated 4 September 1998
A takeover offer (the "Convertible Offer") was made on 4 September 1998 on
behalf of Marsh & McLennan Companies, Inc. (the "Offeror") for all the
outstanding 71/4 per cent. Convertible Bonds 2008 (the "Sedgwick
Convertible Bonds") of Sedgwick Group plc (the "Company").
The Offeror has within four months of making the Convertible Offer acquired
or contracted to acquire not less than nine-tenths in nominal value of the
Sedgwick Convertible Bonds to which the Convertible Offer relates. The
Offeror gives notice that it now intends to exercise its right under
section 429 of the Companies Act 1985 to acquire the Sedgwick Convertible
Bonds held by you.
The terms of the Convertible Offer are set out in the offer document dated
4 September 1998 sent to the Company's shareholders and to holders of
Sedgwick Convertible Bonds on behalf of the Offeror. They provide for the
following consideration:
FOR EACH POUND STERLING NOMINAL VALUE OF SEDGWICK CONVERTIBLE BONDS
123 PENCE IN CASH
Under the terms of the Convertible Offer, holders of Sedgwick Convertible
Bonds (other than US Persons and certain other overseas persons) who
validly accept the Convertible Offer may elect, subject to the limits
described in the offer document, to receive loan notes instead of some or
all of the cash consideration. Such loan notes will be issued by the
Offeror on the following basis:
FOR EACH POUND STERLING OF CASH CONSIDERATION
POUND STERLING NOMINAL OF LOAN NOTES
As the terms of the Convertible Offer include a choice of consideration,
you should (unless you are a US Person or other overseas person not
entitled to elect to receive loan notes) within six weeks of the date of
this notice inform the Offeror in writing at Computershare Services PLC, PO
Box 859, Consort House, East Street, Bedminster, Bristol BS99 1XZ which of
the choices you wish to accept. If you fail to make such a choice and do
not make application to the court (see below) the Offeror will acquire your
Sedgwick Convertible Bonds on the following terms:
FOR EACH POUND STERLING NOMINAL VALUE OF SEDGWICK CONVERTIBLE BONDS
123 PENCE IN CASH
NOTE YOU ARE ENTITLED UNDER SECTION 430C OF THE COMPANIES ACT 1985 TO MAKE
APPLICATION TO THE COURT WITHIN SIX WEEKS OF THE DATE OF THIS NOTICE FOR AN
ORDER EITHER THAT THE OFFEROR SHALL NOT BE ENTITLED AND BOUND TO ACQUIRE
YOUR SEDGWICK CONVERTIBLE BONDS OR THAT DIFFERENT TERMS TO THOSE OF THE
CONVERTIBLE OFFER SHALL APPLY TO THE ACQUISITION. IF YOU ARE CONTEMPLATING
SUCH AN ACTION, YOU MAY WISH TO SEEK LEGAL ADVICE.
Signed Gregory Van Gundy Date 6 November 1998
For and on behalf of Marsh & McLennan
Companies, Inc.
Notices in similar form to this notice are today being posted to holders of
Sedgwick Convertible Bonds in registered form.
Any query or communication connected with this notice should be addressed
to Computershare Services PLC, PO Box 859, Consort House, East Street,
Bedminster, Bristol BS99 1XZ (tel 0117 305 1001).
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 Convertible Offer is not being made, directly or indirectly, in or into
Canada, Australia or Japan. Accordingly, this notice is not being
published or otherwise distributed or sent to, into or from 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 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
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 notice
unless the context requires otherwise.
6 November 1998
Issued by Marsh & McLennan Companies, Inc.
J.P. Morgan and Donaldson, Lufkin & Jenrette have approved this notice
solely for the purposes of Section 57 of the Financial Services Act 1986.
FOR IMMEDIATE RELEASE
Contact: Barbara Perlmutter Jim Fingeroth
Marsh & McLennan Cos. Michael Freitag
(212) 345-5585 Kekst and Company
(212) 521-4800
MARSH & MCLENNAN COMPANIES, INC. RECOMMENDED CASH OFFERS
FOR SEDGWICK GROUP PLC
NOTICE TO HOLDERS OF CONVERTIBLE BONDS
NEW YORK, NEW YORK, November 6, 1998 -- Marsh & McLennan Companies, Inc.
today announced that in connection with its offer (the "Convertible Offer")
to purchase all outstanding shares of Sedgwick Group plc and all
outstanding Sedgwick 7.25 percent Convertible Bonds due 2008, Marsh &
McLennan is today giving notice under the UK Companies Act 1985 of its
desire to acquire compulsorily at the Convertible Offer price all of the
Convertible Bonds not already tendered. As previously announced, Marsh &
McLennan has already received valid acceptances for approximately 95.9
percent of the nominal value of the Sedgwick Convertible Bonds. Those
Sedgwick bond holders who have not already done so may until further notice
tender their bonds pursuant to the Convertible Offer, and the Offer
Document and acceptance forms may be obtained from Bank of New York, 101
Barclay Street, New York, New York 10286.
Marsh & McLennan noted that Sedgwick bond holders are entitled under the
Companies Act to seek a court order within six weeks of November 6, 1998
that Marsh & McLennan is not entitled to acquire the Convertible Bonds or
that different terms should apply to their acquisition.
(more)
Sedgwick Group plc is the London-based holding company of one of the
world's leading insurance, reinsurance and consulting groups. This grou
provides insurance and reinsurance broking services, risk consulting
employee benefits consulting and related financial services from more tha
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.
# # #
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.
