As filed with the Securities and Exchange Commission on March 4, 1999.
Registration No.333-67543
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 to
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MARSH & MCLENNAN COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
36-2668272
(I.R.S. Employer Identification No.)
---------
1166 Avenue of the Americas
New York, NY 10036-2774
(212) 345-5000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of each Registrant's Principal Executive Offices)
Gregory F. Van Gundy
General Counsel and Secretary
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, NY 10036-2774
(212) 345-5000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copy to:
Gregory A. Fernicola
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, check the
following box. |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box: |_|
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the commission, acting
pursuant to said Section 8(a), may determine.
Prospectus
$2,700,000,000
Marsh & McLennan Companies, Inc.
Common Stock, Preferred Stock and Debt Securities
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Marsh & McLennan Companies, Inc. may sell
o common stock to the public.
o preferred stock to the public.
o debt securities to the public.
MMC urges you to read this prospectus and the accompanying
prospectus supplement, which will describe the specific terms of the common
stock, the preferred stock and the debt securities, carefully before you
make your investment decision.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined
if this prospectus or the accompanying prospectus supplement is truthful
or complete. Any representation to the contrary is a criminal offense.
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This prospectus may not be used to sell securities unless accompanied
by a prospectus supplement.
The date of this prospectus is March , 1999
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed
with the SEC using a "shelf" registration process. Under this shelf
process, we may sell any combination of the securities described in this
prospectus in one of more offerings up to a total dollar amount of
$2,700,000,000. This prospectus provides you with a general description of
the securities we may offer. Each time we sell securities, we will provide
a prospectus supplement that will contain specific information about the
terms of that offering. The prospectus supplement may also add, update or
change information contained in this prospectus. You should read both this
prospectus and any prospectus supplement together with additional
information described under the heading "Where You Can Find More
Information."
MARSH & MCLENNAN
COMPANIES, INC.
MMC, a professional services organization with origins dating from
1871 in the United States, is a holding company which, through its
subsidiaries and affiliates, provides clients with analysis, advice and
transactional capabilities in the fields of insurance and reinsurance
broking, investment management and consulting.
USE OF PROCEEDS
MMC intends to use the proceeds of any securities sold for general
corporate purposes, including working capital, acquisitions, retirement of
debt and other business opportunities.
RATIO OF EARNINGS
TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed
charges for MMC. For the year ended December 31, 1997, income before taxes
included special charges totaling $297 million.
Excluding those charges, the ratio of earnings to fixed charges would have
been 5.9.
Nine Months Ended
Year Ended December 31, September 30,
1997 1996 1995 1994 1993 1998 1997
4.4 6.0 5.8 6.3 6.0 7.1 6.2
DESCRIPTION OF SECURITIES
This prospectus contains a summary of the common stock, preferred
stock and debt securities that MMC may sell. These summaries are not meant
to be a complete description of each security. However, this prospectus and
the accompanying prospectus supplement contain the material terms of the
securities being offered.
DESCRIPTION OF
CAPITAL STOCK
MMC's authorized capital stock consists of 400,000,000 shares of
common stock and 6,000,000 shares of preferred stock. No shares of
preferred stock were issued or outstanding as of March 3, 1999.
Common stock
Voting rights. Each holder of common stock is entitled to one vote for
each share held on all matters to be voted upon by stockholders.
Dividends. The holders of common stock, after any preferences of
holders of any preferred stock, are entitled to receive dividends as
determined by the board of directors.
Liquidation and dissolution. If MMC is liquidated or dissolved, the
holders of the common stock will be entitled to share in the assets of MMC
available for distribution to stockholders in proportion to the amount of
common stock they own. The amount available for common stockholders is
calculated after payment of liabilities. Holders of any preferred stock
will receive their preferential share of the assets of MMC before the
holders of the common stock receive any assets.
Other rights. Holders of the common stock have no right to:
o convert the stock into any other security;
o have the stock redeemed; or
o purchase additional stock or to maintain their proportionate
ownership interest.
The common stock does not have cumulative voting rights. Holders of shares
of the common stock are not required to make additional capital
contributions.
Directors' liability
Our certificate of incorporation provides that a member of the board
of directors will not be personally liable to MMC or its stockholders for
monetary damages for breaches of their legal duties to MMC or its
stockholders as a director, except for liability:
o for any breach of the director's legal duty to act in the best
interests of MMC and its stockholders,
o for acts or omissions by the director with dishonest intentions or
which involve intentional misconduct or an intentional violation of
the law,
o for declaring dividends or authorizing the purchase or redemption of
shares in violation of Delaware law, or
o for transactions where the director derived an improper personal
benefit.
Our certificate of incorporation also allows us to indemnify directors
and officers to the fullest extent authorized by Delaware law.
The above summary of our certificate of incorporation may not contain
all of the information that is important to you. Accordingly, you should
carefully read our certificate of incorporation, which is incorporated by
reference into this prospectus in its entirety.
Transfer agent and registrar
The Bank of New York is transfer agent and registrar for the common
stock.
Stockholder rights plan
Under Delaware law, a corporation may create and issue rights
entitling the holders of such rights to purchase from the corporation
shares of its capital stock of any class or classes, unless prohibited by
its certificate of incorporation. The price and terms of these shares must
be stated in the certificate of incorporation or in a resolution adopted by
the board of directors.
We have entered into a stockholder rights agreement. As with most
stockholder rights agreements, the terms of our rights agreement are
complex and not easily summarized, particularly as they relate to the
acquisition of our common stock and to exercisability of the rights. This
summary may not contain all of the information that is important to you.
Accordingly, you should carefully read our rights agreement, which is
incorporated by reference into this prospectus in its entirety.
Our rights agreement provides that each share of our common stock
outstanding will have attached to it the right to purchase one
two-hundredth of a preferred share of MMC. The purchase price per one
two-hundredth of a share of preferred stock is $260, but this amount may be
adjusted in some circumstances.
Initially, the rights are attached to outstanding certificates
representing MMC common stock, and no separate certificates representing
the rights will be distributed. The rights will separate from the common
stock and be represented by separate certificates approximately 10 days
after someone acquires or commences a tender offer for 15% or more of the
outstanding common stock.
After the rights separate from the common stock, certificates
representing the rights will be mailed to record holders of the common
stock. Once distributed, the rights certificates alone will represent the
rights.
All shares of common stock issued prior to the date the rights
separate from the common stock will be issued with the rights attached. The
rights are not exercisable until the date the rights separate from the
common stock. The rights will expire on September 29, 2007, unless earlier
redeemed or exchanged by MMC.
If an acquiror obtains or has the right to obtain 15% or more of MMC
common stock, except in connection with an offer which our board of
directors has determined to be at a price that is fair and not inadequate
and otherwise in the best interests of MMC and its stockholders, then each
right will entitle the holder to purchase a number of shares of MMC common
stock with a then current market value of $520 for $260, unless this amount
is adjusted.
Each right will entitle the holder to purchase a number of shares of
common stock of the acquiror having a then current market value of twice
the purchase price if an acquiror obtains 15% or more of MMC common stock,
and any of the following occurs:
o MMC merges into another entity
o an acquiring entity merges into MMC
o MMC sells more than 50% of its assets or earning power
Under our rights agreement, any rights that are or were owned by an
acquiror of more than 15% of our respective outstanding common stock will
be null and void.
After an acquiror obtains 15% or more, but less than 50%, of our
outstanding common stock, our board of directors may, at its option,
exchange all or part of the then outstanding and exercisable rights for
common shares or preferred shares. If our board exercises this option, the
exchange ratio is one common share or one two-hundredth of a preferred
share per right, adjusted to reflect any stock split, stock dividend or
similar transaction.
Our board of directors may, at its option, redeem all of the
outstanding rights prior to ten days following the time that an acquiror
obtains 15% or more of our outstanding common stock. The redemption price
is $.01 per right, but this amount may be adjusted under some
circumstances. The right to exercise the rights will terminate when our
board of directors orders the redemption of the rights and the only right
of the holders of the rights will be to receive the redemption price.
Holders of rights will have no rights as stockholders of MMC,
including the right to vote or receive dividends, simply by virtue of
holding the rights.
The rights agreement may be amended by the board of directors without
the approval of the holders of the rights prior to the date the rights
separate from the common stock. However, after that date, the rights
agreement may not be amended in any manner which would adversely affect the
interests of the holders of the rights, excluding the interests of any
acquiror. In addition, no amendment may be made at a time when the rights
are not redeemable.
The rights may have anti-takeover effects. The rights may cause
substantial dilution to a person or group that attempts to acquire MMC. The
rights, however, should not affect any potential acquiror willing to make
an offer at a price that is fair and not inadequate and otherwise in the
best interest of MMC and its stockholders. The rights should not interfere
with any merger or other business combination approved by our board since
our board may, at its option, at any time until ten days following the date
a stockholder acquires 15% or more of our common stock redeem all the
rights. In addition, the rights should not interfere with a proxy contest.
Provisions of MMC's restated certificate of incorporation and by-laws
and Delaware law that may have anti-takeover effects
Classified board of directors. Our restated certificate of
incorporation divides the Board of Directors into three classes. Each class
is to consist as nearly as possible of one-third of the directors. Each
director serves for a term of three years and until his or her successor is
elected and qualified. The number of directors of MMC will be fixed from
time to time by the board of directors.
Removal of directors by stockholders. Delaware law provides that
members of a classified board of directors may only be removed for cause by
a vote of the holders of a majority of the outstanding shares entitled to
vote on the election of the directors.
Stockholder nomination of directors. MMC's restated by-laws provide
that a stockholder must notify MMC in writing of any stockholder nomination
of a director at least sixty, but not more than ninety, days prior to the
date of the meeting for the election of directors. Except that if the date
for the meeting is not the date stated in the by-laws and MMC gives less
than seventy five days notice or prior public disclosure of the date for
the meeting, then notice by a stockholder is timely if received by MMC no
more than fifteen days after the date of public disclosure.
No action by written consent. Our certificate of incorporation
provides that stockholders of MMC may not act by written consent and may
only act at duly called meetings of stockholders.
10% stockholder provision. Article EIGHTH of our certificate of
incorporation changes the voting requirements for stockholders to approve
some transactions involving a 10% stockholder. Business combinations are an
example of the type of transaction addressed. These transactions must be
approved by the holders of a majority of MMC's outstanding voting power,
voting together as a single class. Any voting stock owned by a 10%
stockholder is not counted in the vote. These transactions, however, can
also be approved by a majority of unbiased directors. In that case the
voting requirements of Delaware law, the certificate of incorporation and
MMC's by-laws that otherwise apply would govern the vote. Article EIGHTH
does not affect the voting requirements of holders of preferred stock, if
any, which arise under Delaware law and the certificate of incorporation.
Transactions covered by Article EIGHTH include:
o mergers of MMC or any of its subsidiaries with a 10% stockholder,
o sales of all or any substantial part of the assets of MMC and its
subsidiaries to a 10% stockholder,
o the issuance or delivery of any securities of MMC or any of its
subsidiaries to a 10% stockholder,
o any loan, advance or guarantee, pledge or other financial assistance
provided by MMC or any of its subsidiaries to a 10% stockholder,
o any voluntary dissolution or liquidation of MMC or amendment to MMC's
by-laws,
o a reclassification of securities or recapitalization of MMC or other
transaction, if as a result the 10% stockholder increases its
proportionate share of any class of MMC's capital stock, or
o any agreement or other arrangement to do any of the foregoing.
A 10% stockholder is described in Article EIGHTH as an "Interested
Stockholder."
A 10% stockholder is generally considered to be any other corporation,
person or entity which:
o beneficially owns or controls, directly or indirectly, 10% or more of
the voting stock of MMC or has announced a plan or intention to
acquire such securities, and any affiliate or associate or
o is an affiliate or associate of MMC and at any time within two years
prior to the date in question was the beneficial owner of 10% or more
of the voting stock of MMC.
The following are not considered to be 10% stockholders:
o MMC and any of its subsidiaries and
o any profit-sharing, employee stock ownership or other employee benefit
plan of MMC or any subsidiary, or trustees or fiduciaries for these
plans.
An unbiased director is described in Article EIGHTH as a
"Disinterested Director."
An unbiased director is generally considered to be a director who:
o is not related to a 10% stockholder, and
o was a member of the board of directors prior to the time that the 10%
stockholder involved in the transaction being considered became a 10%
stockholder, and
o any successor to an unbiased director, while the successor is a member
of the board of directors, who is not related to a 10% stockholder and
who was nominated by a majority of the unbiased directors.
A director is considered related to a 10% stockholder if he is an
affiliate, associate, representative, agent or employee of the 10%
stockholder.
Article EIGHTH may not be changed or repealed without the affirmative
vote of the holders of a majority of MMC's outstanding voting power, voting
together as a single class. Any voting stock owned by a 10% stockholder
will not be counted in the vote. If a majority of unbiased directors
recommends a change in Article EIGHTH, the standard voting requirements of
Delaware law, the certificate of incorporation and MMC's by-laws that
otherwise apply will govern the vote.
Delaware Business Combination Statute. Section 203 of the Delaware
General Corporation Law is applicable to MMC. Section 203 of the DGCL
restricts some types of transactions and business combinations between a
corporation and a 15% stockholder. A 15% stockholder is generally
considered by Section 203 to be a person owning 15% or more of the
corporation's outstanding voting stock. Section 203 refers to a 15%
stockholder as an "interested stockholder." Section 203 restricts these
transactions for a period of three years from the date the stockholder
acquired 15% or more of MMC's outstanding voting stock. With some
exceptions, unless the transaction is approved by the board of directors
and the holders of at least two-thirds of the outstanding voting stock of
the corporation, Section 203 prohibits significant business transactions
such as:
o a merger with, disposition of significant assets to or receipt of
disproportionate financial benefits by the 15% stockholder, or
o any other transaction that would increase the 15% stockholder's
proportionate ownership of any class or series of MMC's capital stock.
The shares held by the 15% stockholder are not counted as outstanding when
calculating the two-thirds of the outstanding voting stock needed for
approval.
The prohibition against these transactions does not apply if:
o prior to the time that any stockholder became a 15% stockholder, the
board of directors approved either the business combination or the
transaction in which such stockholder acquired 15% or more of MMC's
outstanding voting stock, or
o the 15% stockholder owns at least 85% of the outstanding voting stock
of the corporation as a result of the transaction in which such
stockholder acquired 15% or more of MMC's outstanding voting stock.
Shares held by persons who are both directors and officers or by some
types of employee stock plans are not counted as outstanding when
making this calculation.
The terms of our certificate of incorporation and by-laws are complex
and not easily summarized. The above summary may not contain all of the
information that is important to you. Accordingly, you should carefully
read our certificate of incorporation and by-laws, which are incorporated
by reference into this prospectus in their entirety.
Preferred stock
General. MMC is authorized to issue 6,000,000 shares of preferred
stock. No shares of preferred stock are currently issued or outstanding.
The board of directors of MMC may, without stockholder approval, issue
shares of preferred stock. The board can issue more than one series of
preferred stock. The board has the right to fix the number of shares,
dividend rights, conversion rights, voting rights, redemption rights,
liquidation preferences and any other rights, preferences, privileges and
restrictions applicable to the preferred stock it decides to issue.
Voting rights. The DGCL provides that the holders of preferred stock
will have the right to vote separately as a class on any proposal involving
fundamental changes in the rights of holders of such preferred stock.
Conversion or exchange. The prospectus supplement will describe the
terms, if any, on which the preferred stock may be convertible into or
exchangeable for common stock, debt securities or other preferred stock of
MMC. These terms will include provisions as to whether conversion or
exchange is mandatory, at the option of the holder or at the option of MMC.
These provisions may allow or require the number of shares of common stock
or other securities of MMC to be received by the holders of preferred stock
to be adjusted.
Stockholder rights plan. In connection with MMC's stockholder rights
plan described above, the board of directors has authorized the issuance of
up to 2,000,000 shares of series A junior participating preferred stock.
DESCRIPTION OF
DEBT SECURITIES
The debt securities will be our direct unsecured general obligations.
The debt securities will be either senior debt securities or subordinated
debt securities. The debt securities will be issued under one or more
separate indentures between us and State Street Bank and Trust as trustee.
Senior debt securities will be issued under a senior indenture and
subordinated debt securities will be issued under a subordinated indenture.
Together the senior indentures and the subordinated indentures are called
indentures.
We have summarized all material provisions of the indentures below.
The forms of the indentures have been filed as exhibits to the registration
statement and you should read the indentures for provisions that may be
important to you. In the summary below, we have included references to
section numbers of the indentures so that you can easily locate these
provisions.
General
The debt securities will be our direct unsecured obligations. The
senior debt securities will rank equally with all of our other senior and
unsubordinated debt. The subordinated debt securities will have a junior
position to all of our senior debt.
Because we are a holding company that conducts all of our operations
through our subsidiaries, holders of the debt securities will have a junior
position to claims of creditors of our subsidiaries, including trade
creditors, debtholders, secured creditors, taxing authorities, guarantee
holders and any preferred stockholders. All of our operating subsidiaries
have ongoing corporate debt programs used to finance their business
activities. As of December 31, 1998, our subsidiaries had approximately
$900 million of outstanding debt.
A prospectus supplement relating to any series of debt securities
being offered will include specific terms relating to the offering. The
terms will be established in an officer's certificate or a supplemental
indenture. The officers' certificate or supplemental indenture will be
signed at the time of issuance and will contain important information. The
officers' certificate or supplemental indenture will be filed as an exhibit
to a Current Report on Form 8-K of MMC. The Current Report on Form 8-K will
be publicly available. The officers' certificate or supplemental indenture
will include some or all of the following for a particular series of debt
securities:
o the title of the securities;
o any limit on the amount that may be issued;
o whether or not the debt securities will be issued in global form and
who the depository will be;
o the maturity date(s);
o the interest rate or the method of computing the interest rate;
o the date or dates from which interest will accrue, or how such date or
dates will be determined, and the interest payment date or dates and
any related record dates;
o the place(s) where payments will be made;
o MMC's right, if any, to defer payment of interest and the maximum
length of any deferral period;
o the terms and conditions on which the debt securities may be redeemed
at the option of MMC;
o the date(s), if any, on which, and the price(s) at which MMC is
obligated to redeem, or at the holder's option to purchase, such
series of debt securities and other related terms and provisions;
o any provisions granting special rights to holders when a specified
event occurs;
o any changes to or additional events of default or covenants;
o any special tax implications of the debt securities;
o the denominations in which the debt securities will be issued, if
other than denominations of $1,000 and whole multiples of $1,000;
o the subordination terms of any subordinated debt securities; and
o any other terms that are not be inconsistent with the indenture.
Conversion or exchange rights
The prospectus supplement will describe the terms, if any, on which a
series of debt securities may be convertible into or exchangeable for
common stock, preferred stock or other debt securities of MMC. These terms
will include provisions as to whether conversion or exchange is mandatory,
at the option of the holder or at the option of MMC. These provisions may
allow or require the number of shares of common stock or other securities
of MMC to be received by the holders of such series of debt securities to
be adjusted. (section 2.01)
Covenants
Under the indentures, MMC will:
o pay the principal, interest and any premium on the debt securities
when due (section 4.01); and
o maintain a place of payment (section 4.02).
Consolidation, merger or sale
The indentures do not contain any covenant which restricts the ability
of MMC to merge or consolidate, or sell, convey, transfer or otherwise
dispose of all or substantially all of its assets. However, any successor
or acquiror of such assets must assume all of the obligations of MMC under
the indentures and the debt securities. (sections 10.01 and 10.02)
Events of default under the indenture
The following are events of default under the indentures with respect
to any series of debt securities issued:
o we fail to pay interest when due and continuing for 90 days and the
time for payment has not been properly extended or deferred;
o we fail to pay the principal or any premium when due;
o we fail to observe or perform any other covenant contained in the debt
securities or the indentures, other than a covenant specifically
relating to another series of debt securities, and such failure
continues for 90 days after we receive notice from the trustee or
holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series; and
o certain events of bankruptcy or insolvency, whether voluntary or not.
If an event of default occurs and is continuing, the trustee or the
holders of at least 25% in aggregate principal amount of the outstanding
debt securities of that series may declare each debt security of that
series due and payable immediately. (section 6.01)
The holders of a majority in principal amount of the outstanding debt
securities of an affected series may waive any default or event of default
with respect to such series and its consequences, except defaults or events
of default regarding payment of principal, any premium or interest. A
waiver will eliminate the default. (section 6.06)
Unless otherwise specified in the indentures, if an event of default
under an indenture occurs and is continuing, the trustee will be under no
obligation to exercise any of its rights or powers under the indenture,
unless the holders of the debt securities have offered the trustee
reasonable indemnity. The holders of a majority in principal amount of the
outstanding debt securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy
available to the trustee, or exercising any trust or power conferred on the
trustee, with respect to the debt securities of that series, provided that:
o it is not in conflict with any law or the applicable indenture;
o the trustee may take any other action deemed proper by it which is not
inconsistent with directions from the holders; and
o unless otherwise provided under the Trust Indenture Act, the trustee
need not take any action that might involve it in personal liability
or might be unduly prejudicial to the holders not involved in the
proceeding. (sections 6.04 and 6.06)
A holder of the debt securities of any series will only have the right
to institute a proceeding under the indentures or to appoint a receiver or
trustee, or to seek other remedies if:
o the holder has given written notice to the trustee of a continuing
event of default;
o the holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series have made written request;
o such holders have offered reasonable indemnity to the trustee to
institute proceedings as trustee; and
o the trustee does not institute a proceeding, and does not receive
conflicting directions within 60 days.
These limitations do not apply to a suit brought by a holder of debt
securities if MMC defaults in the payment of the principal, any premium or
interest (section 6.04)
MMC will periodically file statements with the trustee regarding its
compliance with the covenants in the indentures. (section 5.03)
Modification of indenture; waiver
MMC and the trustee may change an indenture without the consent of any
holders to:
o fix any ambiguity, defect or inconsistency in the indenture; and
o change anything that does not materially adversely affect the
interests of any holder of debt securities of any series. (section 9.01)
In addition, the rights of holders of a series of debt securities may
be changed by MMC and the trustee with the written consent of the holders
of a majority of the principal amount of the outstanding debt securities of
each series that is affected. However, the following changes may only be
made with the consent of each affected holder:
o extending the fixed maturity;
o reducing the principal amount or any premium;
o reducing the rate of or extending the time of payment of interest;
o reducing any premium payable upon redemption; or
o reducing the percentage of debt securities referred to above, the
holders of which are required to consent to any amendment. (section
9.02)
Form, exchange, and transfer
The debt securities of each series will be issued only in fully
registered form without coupons in denominations of $1,000 and whole
multiples of $1,000. The indentures provide that debt securities of a
series may be issued in temporary or permanent global form and may be
issued as book-entry securities that will be deposited with The Depository
Trust Company or another depository named by MMC and identified in a
prospectus supplement with respect to such series. (sections 2.03, 2.06 and
2.11)
A holder of debt securities of any series can exchange such debt
securities for other debt securities of the same series, in any authorized
denomination and with the same terms and aggregate principal amount.
A holder may present debt securities for exchange or for registration
of transfer at the office of the security registrar or at the office of any
transfer agent designated by MMC for such purpose. Unless otherwise
provided in the debt securities to be transferred or exchanged, no service
charge will be made for any registration of transfer or exchange, but MMC
may require payment of any taxes or other governmental charges. The
prospectus supplement will name the security registrar and any transfer
agent initially designated for any debt securities. MMC may at any time
designate additional transfer agents or rescind the designation of any
transfer agent or approve a change in the office through which any transfer
agent acts, except that MMC will be required to maintain a transfer agent
in each place of payment for the debt securities of each series.
If the debt securities of any series are to be redeemed, MMC will not
be required to:
o issue, register the transfer of, or exchange any debt securities of
that series during a period beginning 15 days before the day of
mailing of a notice of redemption and ending at the close of business
on the day of mailing; or
o register the transfer of or exchange any debt securities so selected for
redemption, except the unredeemed portion of any such debt securities
being redeemed in part. (section 2.05)
Information concerning the trustee
The trustee, except when there is an event of default, will perform
only those duties as are specifically stated in the indentures. The trustee
must use the same degree of care as a prudent person would exercise or use
in the conduct of his or her own affairs. Except as provided in the
preceding sentence, the trustee is not required to exercise any of the
powers given it by the indentures at the request of any holder of debt
securities unless it is offered reasonable security and indemnity against
the costs, expenses and liabilities that it might incur. The trustee is not
required to spend or risk its own money or otherwise become financially
liable while performing its duties unless it reasonably believes that it
will be repaid or receive adequate indemnity. (section 7.01)
Payment and paying agents
We will pay interest on any debt securities to the person in whose
name the debt securities are registered on the regular record date for
interest. (sections 2.03 and 3.03)
We will pay principal, any premium and interest on the debt securities
of a particular series at the office of the paying agents designated by
MMC, except that we may pay interest by check mailed to the holder. We will
designate the corporate trust office of the trustee in the City of New York
as our sole paying agent for payments. The prospectus supplement will name
any other paying agents initially designated for the debt security of a
particular series. We will be required to maintain a paying agent in each
place of payment for the debt securities. (sections 4.01, 4.02 and 4.03)
All moneys we pay to a paying agent or the trustee for the payment of
principal, any premium or interest which remains unclaimed at the end of
two years will be repaid to us, and the holder of the security may then
look only to us for payment.
Governing law
The indentures and the debt securities will be governed by and
interpreted in accordance with the laws of the State of New York except to
the extent that the Trust Indenture Act otherwise applies. (section 13.05)
Subordination of subordinated debt securities
The subordinated debt securities will be unsecured and will be
subordinate and junior in priority of payment to other indebtedness on the
terms described in a prospectus supplement. The subordinated indenture does
not limit the amount of subordinated debt securities which MMC may issue,
nor does it limit MMC from issuing any other secured or unsecured debt.
(section 14.01)
A prospectus supplement relating to a series of subordinated debt
securities will disclose the amount of debt of MMC that will be senior to
the subordinated debt securities.
WHERE YOU CAN FIND MORE
INFORMATION
MMC files reports, proxy statements, and other information with the
SEC. These reports, proxy statements, and other information can be read and
copied at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the Public Reference Room. The SEC maintains an internet
site at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding companies that file
electronically with the SEC, including MMC. MMC's common stock is listed
and traded on the New York Stock Exchange, the Chicago Stock Exchange, the
Pacific Exchange and the London Stock Exchange. These reports, proxy
statements and other information can also be read at the offices of the
NYSE, 20 Broad Street, New York, New York 10005, the offices of the CSE,
440 South LaSalle Street, Chicago, Illinois 60605 and at the offices of the
PE, 115 Sansome Street, 2nd Floor, San Francisco, California 94104.
This prospectus is part of a registration statement filed with the SEC
by MMC. The full registration statement can be obtained from the SEC as
indicated above, or from MMC.
The SEC allows MMC to "incorporate by reference" the information it
files with the SEC. This permits MMC to disclose important information to
you by referencing these filed documents. Any information referenced this
way is considered part of this prospectus, and any information filed with
the SEC subsequent to this prospectus will automatically be deemed to
update and supersede this information. MMC incorporates by reference the
following documents which have been filed with the SEC:
o Annual Report on Form 10-K for the year ended December 31, 1997;
o Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
June 30, 1998 and September 30, 1998;
o Current Reports on Form 8-K filed August 25, 1998, November 12, 1998
and December 23, 1998, as amended by the Current Report on Form 8-K/A
filed February 3, 1999;
o Proxy Statement on Schedule 14A filed with the SEC on March 31, 1998;
o Registration Statement on Form 8-B dated May 22, 1969, as amended by
the Amendment on Form 8 dated February 3, 1987; and
o Registration Statement on Form 8-A dated October 10, 1997.
MMC incorporates by reference the documents listed above and any
future filings made with the SEC in accordance with Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 until MMC files a
post-effective amendment which indicates the termination of the offering of
the securities made by this prospectus.
MMC will provide without charge upon written or oral request, a copy
of any or all of the documents which are incorporated by reference to this
prospectus, other than exhibits which are specifically incorporated by
reference into those documents. Requests should be directed to Investor
Relations, Marsh & McLennan Companies, Inc., 1166 Avenue of the Americas,
New York, New York 10036-2774 (telephone number (212) 345- 5000).
PLAN OF DISTRIBUTION
MMC may sell the common stock, preferred stock or any series of debt
securities in one or more of the following ways from time to time:
o to underwriters for resale to the public or to institutional investors;
o directly to institutional investors; or
o through agents to the public or to institutional investors.
The prospectus supplements will state the terms of the offering of the
securities, including:
o the name or names of any underwriters or agents,
o the purchase price of such securities and the proceeds to be received
by MMC,
o any underwriting discounts or agency fees and other items constituting
underwriters' or agents' compensation,
o any initial public offering price,
o any discounts or concessions allowed or reallowed or paid to dealers
and
o any securities exchanges on which the securities may be listed.
If we use underwriters in the sale, the securities will be acquired by
the underwriters for their own account and may be resold from time to time
in one or more transactions, including:
o negotiated transactions,
o at a fixed public offering price or prices, which may be changed,
o at market prices prevailing at the time of sale,
o at prices related to prevailing market prices or
o at negotiated prices.
Unless otherwise stated in a prospectus supplement, the obligations of
the underwriters to purchase any securities will be conditioned on
customary closing conditions and the underwriters will be obligated to
purchase all of such series of securities, if any are purchased.
Underwriters and agents may be entitled under agreements entered into
with MMC to indemnification by MMC against certain civil liabilities,
including liabilities under the Securities Act, or to contribution with
respect to payments which the underwriters or agents may be required to
make. Underwriters and agents may be customers of, engage in transactions
with, or perform services for MMC and its affiliates in the ordinary course
of business.
Each series of securities will be a new issue of securities and will
have no established trading market other than the common stock which is
listed on the New York Stock Exchange, the Chicago Stock Exchange, the
Pacific Exchange and the London Stock Exchange. Any common stock sold will
be listed on the New York Stock Exchange, the Chicago Stock Exchange, the
Pacific Exchange and the London Stock Exchange, upon official notice of
issuance. Any underwriters to whom securities are sold by MMC for public
offering and sale may make a market in the securities, but such
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. The securities, other than the common
stock, may or may not be listed on a national securities exchange.
LEGAL OPINIONS
MMC has been represented by Skadden, Arps, Slate, Meagher & Flom LLP,
New York, New York.
EXPERTS
The consolidated financial statements and supplemental notes of MMC
and its subsidiaries as of December 31, 1997 and 1996 and for each of the
years in the three year period ended December 31, 1997, included and
incorporated by reference in MMC's Annual Report on Form 10-K for the year
ended December 31, 1997 and incorporated by reference into this Prospectus,
have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their reports, which are incorporated herein by reference, and have been
so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing. The consolidated financial
statements of Sedgwick Group plc as of December 31, 1997, incorporated by
reference into this Prospectus, have been audited by
PricewaterhouseCoopers, Chartered Accountants.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the expenses to be borne by MMC in
connection with the offerings described in this Registration Statement. All
such expenses other than the Securities and Exchange Commission
registration fee are estimates.
Securities and Exchange Commission Registration Fee........... $750,600
Transfer Agents, Trustees and Depositary's
Fees and Expenses.......................................... 10,000
Printing and Engraving Fees and Expenses...................... 75,000
Accounting Fees and Expenses.................................. 100,000
Legal Fees.................................................... 150,000
Rating Agency Fees............................................ 100,000
Miscellaneous (including Listing
Fees, if applicable)....................................... 14,400
---------
Total............................................... $ 1,200,000
===========
Item 15. Indemnification of Directors and Officers
As authorized by Section 145 of the General Corporation Law of the
State of Delaware, each director and officer of MMC may be indemnified by
MMC against expenses (including attorney's fees, judgments, fines and
amounts paid in settlement) actually and reasonably incurred in connection
with the defense or settlement of any threatened, pending or completed
legal proceedings in which he is involved by reason of the fact that he is
or was a director or officer of MMC if he acted in good faith and in a
manner that he reasonably believed to be in or not opposed to the best
interests of MMC and, with respect to any criminal action or proceeding, if
he had no reasonable cause to believe that his conduct was unlawful. If the
legal proceeding, however, is by or in the right of MMC, the director or
officer may not be indemnified in respect of any claim, issue or matter as
to which he shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to MMC unless a court determines
otherwise.
In addition, MMC maintains directors' and officers' liability
policies.
Article Sixth of the Restated Certificate of Incorporation of MMC
provides that, to the fullest extent permitted by law, directors of MMC
will not be liable for monetary damages to MMC or its stockholders for
breaches of their fiduciary duties. In addition, Article Sixth of the
Restated Certificate of Incorporation of MMC and Article VI of the Bylaws
of MMC provide that MMC shall indemnify directors and officers to the
fullest extent authorized by the General Corporation Law of the State of
Delaware.
Item 16. Exhibits
The following is a list of all exhibits filed as a part of this
registration statement on Form S-3, including those incorporated herein by
reference.
Exhibit
Number Description of Exhibits
1.1 The form of underwriting agreement will be filed as an
exhibit to a Current Report of the registrant on Form 8-K
and incorporated herein by reference.
4.1 Form of senior indenture.*
4.2 Form of subordinated indenture.*
4.3 The form of any senior debt security with respect to each
particular series of senior debt securities issued hereunder
will be filed as an exhibit to a Current Report of the
registrant on Form 8-K and incorporated herein by reference.
4.4 The form of any subordinated debt security with respect to
each particular series of subordinated debt securities
issued hereunder will be filed as an exhibit to a Current
Report of the registrant on Form 8-K and incorporated herein
by reference.
4.5 The form of any certificate of designation with respect to
any preferred stock issued hereunder will be filed as an
exhibit to a Current Report of the registrant on Form 8-K
and incorporated herein by reference.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.*
12.1 Statement re: Computation of ratio of earnings to fixed
charges.*
23.1 Consent of Deloitte & Touche LLP, Independent Accountants.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included
in Exhibit 5.1).*
23.3 Consent of PricewaterhouseCoopers, Chartered Accountants.
24.1 Power of attorney of certain officers and directors of the
registrant.*
25.1 Statement of Eligibility on Form T-1 under the Trust Indenture
Act of 1939, as amended, of State Street Bank and Trust,
as trustee under the senior indenture.*
25.2 Statement of Eligibility on Form T-1 under the Trust Indenture
Act of 1939, as amended, of State Street Bank and Trust, as
trustee under the subordinated indenture.*
- ----------------
* Previously filed.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) To
include any prospectus required by section 10(a)(3) of the Securities Act
of 1933; (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; (iii) To include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement, provided, however, that paragraphs (1)(i) and 1(ii)
do not apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions set forth
in Item 15, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Marsh &
McLennan Companies, Inc. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement or amendment thereto to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, in the State of New York on March 4, 1999.
MARSH & MCLENNAN COMPANIES, INC.
By /s/ A.J.C. Smith
-----------------------------
Name: A.J.C. Smith
Title: Chairman & Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ A.J.C. Smith Chairman & Chief Executive Officer March 4 1999
- ---------------------- (Principal Executive Officer)
A.J.C. Smith
/s/ Frank J. Borelli Senior Vice President & March 4, 1999
- ---------------------- Chief Financial Officer
Frank J. Borelli (Principal Financial Officer)
/s/ Douglas C. Davis Vice President and Controller March 4, 1999
- ---------------------- (Principal Accounting Officer)
Douglas C. Davis
* Director March 4, 1999
- ----------------------
Norman Barham
* Director March 4, 1999
- ----------------------
Lewis W. Bernard
* Director March 4, 1999
- -----------------------
Peter Coster
*
- ----------------------- Director March 4, 1999
Robert F. Erburu
* Director March 4, 1999
- ----------------------
Jeffrey W. Greenberg
* Director March 4, 1999
- ---------------------
Ray J. Groves
* Director March 4, 1999
- ----------------------
Stephen R. Hardis
* Director March 4, 1999
- ----------------------
Gwendolyn S. King
* Director March 4, 1999
- -----------------------
The Rt. Hon. Lord Lang
of Monkton
* Director March 4, 1999
- ----------------------
Lawrence J. Lasser
* Director March 4, 1999
- ----------------------
David A. Olsen
* Director March 4, 1999
- ----------------------
John D. Ong
* Director March 4, 1999
- ----------------------
George Putnam
* Director March 4, 1999
- ----------------------
Adele Smith Simmons
* Director March 4, 1999
- ----------------------
John T. Sinnott
* Director March 4, 1999
- ----------------------
Frank J. Tasco
* Director March 4, 1999
- ----------------------
Saxon Riley
* Director March 4, 1999
- ----------------------
W. R. P. White-Cooper
* Gregory F. Van Gundy, by signing his name hereto, does hereby
execute this Registration Statement on behalf of the directors of the
Registrant indicated above by asterisks, pursuant to powers of attorney
duly executed by such directors and filed as exhibits to the Registration
Statement.
By: /s/ Gregory F. Van Gundy
----------------------------
Gregory F. Van Gundy
Attorney-in-fact
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
1.1 The form of underwriting agreement will be filed as an
exhibit to a Current Report of the registrant on Form 8-K
and incorporated herein by reference.
4.1 Form of senior indenture.*
4.2 Form of subordinated indenture.*
4.3 The form of any senior debt security with respect to each
particular series of senior debt securities issued hereunder
will be filed as an exhibit to a Current Report of the
registrant on Form 8-K and incorporated herein by reference.
4.4 The form of any subordinated debt security with respect to
each particular series of subordinated debt securities
issued hereunder will be filed as an exhibit to a Current
Report of the registrant on Form 8-K and incorporated herein
by reference.
4.5 The form of any certificate of designation with respect to
any preferred stock issued hereunder will be filed as an
exhibit to a Current Report of the registrant on Form 8-K
and incorporated herein by reference.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.*
12.1 Statement re: Computation of ratio of earnings to fixed
charges.*
23.1 Consent of Deloitte & Touche LLP, Independent Accountants.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included
in Exhibit 5.1).*
23.3 Consent of PricewaterhouseCoopers, Chartered Accountants.
24.1 Power of attorney of certain officers and directors of the
registrant.*
25.1 Statement of Eligibility on Form T-1 under the Trust Indenture
Act of 1939, as amended, of State Street Bank and Trust,
as trustee under the senior indenture.*
25.2 Statement of Eligibility on Form T-1 under the Trust Indenture
Act of 1939, as amended, of State Street Bank and Trust, as
trustee under the subordinated indenture.*
- ----------------
* Previously filed.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 2 to
Registration Statement No. 333-67543 of Marsh & McLennan Companies, Inc. on
Form S-3 of our reports dated March 6, 1998, appearing and incorporated
by reference in the Annual Report on Form 10-K of Marsh & McLennan
Companies, Inc. for the year ended December 31, 1997 and to the reference
to us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
New York, New York
March 3, 1999
/s/ Deloitte & Touche LLP
Exhibit 23.3
Letter of Consent of Independent Auditors
We consent to the incorporation by reference in the Amendment No. 2 to
the Registration Statement of Marsh & McLennan Companies, Inc. on Form S-3
(File No. 333-67543) of our report dated February 17, 1998 except for notes
24(c) and 35 dated May 7, 1998 on our December 31, 1997 audit of the
consolidated financial statements and financial statement schedule of
Sedgwick Group plc.
/s/ PricewaterhouseCoopers
PricewaterhouseCoopers
Chartered Accountants
London, England
March 3, 1999
