As filed with the Securities and Exchange Commission on January 16, 2001
Registration No. 333-41021
=============================================================================
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, New York 10036-2774
(212) 345-5000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
William L. Rosoff, Esq.
Senior Vice President and General Counsel
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036-2774
(212) 345-5000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agents for Service)
Approximate date of commencement of proposed sale to the public: Not
Applicable.
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, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. |_|
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: |_|
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<PAGE>
DEREGISTRATION OF SECURITIES
Pursuant to a Registration Statement on Form S-3 (File No. 333-41021) (the
"Registration Statement"), Marsh & McLennan Companies, Inc. (the "Company")
registered 69,229 shares of Common Stock, par value $1.00 per share (the "Common
Stock"), of the Company.
The Company is no longer required to keep the Registration Statement
effective pursuant to the terms of the Registration Rights Agreement that
required the Company to file the Registration Statement. Accordingly, this
Post-Effective Amendment No. 1 to the Registration Statement is being filed for
the purpose of deregistering all shares of Common Stock that remain unsold in
the offering.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Post-Effective
Amendment No. 1 to the Registration Statement 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 January 16, 2001.
MARSH & McLENNAN COMPANIES, INC.
/s/ William L. Rosoff
By: -------------------------------------
Name: William L. Rosoff
Title: Senior Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
--------- ----- ----
*
--------------------------- Chairman & Chief Executive Officer
Jeffrey W. Greenberg (Principal Executive Officer) January 16, 2001
/s/ Sandra S. Wijnberg Senior Vice President & Chief Financial Officer
--------------------------- (Principal Financial Officer) January 16, 2001
Sandra S. Wijnberg
/s/ Robert J. Rapport Vice President and Controller
--------------------------- (Principal Accounting Officer) January 16, 2001
Robert J. Rapport
*
---------------------------
Lewis W. Bernard Director January 16, 2001
*
---------------------------
Mathis Cabiallavetta Director January 16, 2001
*
---------------------------
Peter Coster Director January 16, 2001
*
---------------------------
Charles A. Davis Director January 16, 2001
*
---------------------------
Robert F. Erburu Director January 16, 2001
*
---------------------------
Ray J. Groves Director January 16, 2001
*
---------------------------
Stephen R. Hardis Director January 16, 2001
*
---------------------------
Gwendolyn S. King Director January 16, 2001
<PAGE>
Signature Title Date
--------- ----- ----
*
---------------------------
The Rt. Hon. Lord Lang of Director January 16, 2001
Monkton
*
---------------------------
Lawrence J. Lasser Director January 16, 2001
*
---------------------------
David A. Olsen Director January 16, 2001
*
---------------------------
John D. Ong Director January 16, 2001
*
---------------------------
Adele Simmons Director January 16, 2001
*
---------------------------
John T. Sinnott Director January 16, 2001
*
---------------------------
A.J.C. Smith Director January 16, 2001
* By: /s/ Gregory Van Gundy
------------------------------------
Gregory F. Van Gundy
Attorney-in-fact
</TABLE>
