As filed with the Securities and Exchange Commission on March 31, 1999.
Registration No. 333-67543
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 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: ( )
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 Post-Effective
Amendment No. 1 to Registration Statement No. 333-67543 of Marsh & McLennan
Companies, Inc. on Form S-3 of our report dated March 5, 1998 (March 16,
1999, as to Note 16), appearing in the Annual Report on Form 10-K/A 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.
/s/ Deloitte & Touche LLP
New York, New York
March 30, 1999
