As filed with the Securities and Exchange Commission on April 9, 1999.
Registration No. 333-67543
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE 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: ( )
=============================================================================
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
amendment to the 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 April 9, 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 April 9, 1999
--------------------- (Principal Executive Officer)
A.J.C. Smith
/s/ Frank J. Borelli Senior Vice President & Chief April 9, 1999
--------------------- Financial Officer
Frank J. Borelli (Principal Financial Officer)
/s/ Douglas C. Davis Vice President and Controller April 9, 1999
--------------------- (Principal Accounting Officer)
Douglas C. Davis
*
- ---------------------- Director April 9, 1999
Norman Barham
*
- ---------------------- Director April 9, 1999
Lewis W. Bernard
*
- ---------------------- Director April 9, 1999
Peter Coster
*
- ---------------------- Director April 9, 1999
Robert F. Erburu
*
- ---------------------- Director April 9, 1999
Jeffrey W. Greenberg
*
- ---------------------- Director April 9, 1999
Ray J. Groves
*
- ---------------------- Director April 9, 1999
Stephen R. Hardis
*
- ---------------------- Director April 9, 1999
Gwendolyn S. King
*
- ---------------------- Director April 9, 1999
The Rt. Hon. Lord
Lang of Monkton
*
- ---------------------- Director April 9, 1999
Lawrence J. Lasser
*
- ---------------------- Director April 9, 1999
David A. Olsen
*
- ---------------------- Director April 9, 1999
John D. Ong
*
- ---------------------- Director April 9, 1999
George Putnam
*
- ---------------------- Director April 9, 1999
Adele Smith Simmons
*
- ---------------------- Director April 9, 1999
John T. Sinnott
*
- ---------------------- Director April 9, 1999
Frank J. Tasco
*
- ---------------------- Director April 9, 1999
Saxon Riley
*
- ---------------------- Director April 9, 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 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
