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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
AMENDMENT NO. 1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
STATEMENT ON
SCHEDULE 13D
AMENDMENT NO. 2
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
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. 1 to the
Schedule 14D-1 also constitutes Amendment No. 2 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 press release issued by Marsh &
McLennan and Sedgwick on September 28, 1998, a copy of which is filed as
Exhibit (a)(12) hereto.
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 September 28, 1998, a copy of which is filed as
Exhibit (a)(12) hereto.
Item 11 Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by the addition of the
following exhibit thereto:
(a)(12) Text of press release of Marsh & McLennan and Sedgwick,
dated September 28, 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: September 28, 1998
Exhibit (a)(12)
28 September 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
REQUEST FOR FURTHER INFORMATION RECEIVED FROM
UNITED STATES FEDERAL TRADE COMMISSION
Marsh & McLennan Companies, Inc. and Sedgwick Group plc today announced
that they have received a second request for additional information from
the United States Federal Trade Commission ("FTC") in connection with the
FTC's review of their proposed merger under the United States Hart-Scott-
Rodino Antitrust Improvements Act of 1976 (the "HSR Act"). This second
request extends the waiting period under the HSR Act beyond the initial
expiration date of 27 September 1998. Unless earlier terminated by the
FTC, the waiting period under the HSR Act will now expire at the end of the
twentieth calendar day after the date that Marsh & McLennan substantially
complies with the second request.
Marsh & McLennan and Sedgwick will comply with the FTC's request for
additional information and will co-operate with the FTC to achieve early
termination of the extended HSR waiting period. As a result of the FTC's
second request, the conditional purchases of 54,862,345 Sedgwick Shares,
representing 9.9 per cent. of the issued share capital of Sedgwick, which
were made on behalf of Marsh & McLennan and which were conditional on,
amongst other things, all applicable waiting periods under the HSR Act
having expired or been terminated by no later than 27 September 1998, have
now lapsed. However, upon such early termination being received, Marsh &
McLennan plans to buy Sedgwick Shares representing 9.9 per cent. of
Sedgwick's issued share capital.
A notification to the European Commission was made on 22 September 1998.
The initial waiting period under the notification expires on 23 October
1998.
Marsh & McLennan and Sedgwick remain committed to consummating the Offers
on the existing terms and believe that can be achieved within the existing
bid timetable.
A.J.C. Smith, Chairman of Marsh & McLennan, commenting on this development,
said today: "We continue to believe that the Offers serve the best
interests of both companies' shareholders, clients and employees and should
be approved by the relevant authorities in the United States and elsewhere.
We will co-operate fully to bring about a successful transaction for all
involved."
Sax Riley, Chairman of Sedgwick, said: "We share Marsh & McLennan's views
as to the outcome of the regulatory review processes and we will co-operate
in the regulatory process in expectation of a successful conclusion."
Contact:
Marsh & McLennan
Barbara Perlmutter +1 212 345 5585
Kekst & Company +1 212 521 4800
James 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.
Rothschild and Credit Suisse First Boston, which are regulated in the
United Kingdom by The Securities and Futures Authority Limited, are acting
for Sedgwick and no one else in connection with the Offers and will not be
responsible to anyone other than Sedgwick 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 4 September 1998 have the same
meaning in this announcement unless the context requires otherwise.
