SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
FINAL AMENDMENT
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
STATEMENT ON
SCHEDULE 13D
FINAL AMENDMENT
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 Final Amendment to the
Schedule 14D-1 also constitutes the Final Amendment 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 following information:
As of 12:00 p.m. (London time) on February 22, 1999, all of the
Sedgwick Shares (including Sedgwick Shares evidenced by Sedgwick ADSs) that
had not been acquired pursuant to the Ordinary Offer have been acquired by
Marsh & McLennan and will be registered in the name of Marsh & McLennan.
Item 10. Additional Information.
Item 10(f) is hereby amended and supplemented by incorporation by
reference of the following information:
The information set forth in Item 6 above is incorporated by
reference herein.
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: March 18, 1999
