SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Mid Ocean Limited
(Name of Issuer)
Class A Ordinary Shares, par value $0.20 per share
(Title of Class of Securities)
G61061 10 0
(CUSIP Number of Class of Securities)
Gregory F. Van Gundy, Esq.
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, NY 10036-2774
(212) 345-5000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
David J. Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
December 19, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Statement because of
Rule 13d-1(b)(3) or (4), check the following: ( )
SCHEDULE 13D
CUSIP No.
G61061 10 0
- --------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Marsh & McLennan Companies, Inc. 36-2668272
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
N/A (b) ( )
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
00: See Item 3
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
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(6) CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
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(7) SOLE VOTING POWER
NUMBER OF
SHARES See Item 5
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH See Item 5
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH See Item 5
(10) SHARED DISPOSITIVE POWER
See Item 5
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
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(14) TYPE OF REPORTING PERSON*
HC
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SCHEDULE 13D
CUSIP No.
G61061 10 0
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Marsh & McLennan Risk Capital Holdings, Ltd. 13-3689981
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
- --------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00: See Item 3
- --------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
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(6) CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
- --------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES See Item 5
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH See Item 5
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH See Item 5
(10) SHARED DISPOSITIVE POWER
See Item 5
- --------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
- --------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
- --------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5
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(14) TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
CUSIP No.
G61061 10 0
- --------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MMRC LLC
- --------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
- --------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00: See Item 3
- --------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
- --------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES 1,051,645 See Item 5
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH None
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH 1,051,645 See Item 5
(10) SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,051,645
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
- --------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.03% See Item 5
- --------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
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Item 1. Security and Issuer.
The class of equity securities to which this Schedule 13D relates
is the Class A Ordinary Shares, par value $0.20 per share (the "Shares"),
of Mid Ocean Limited, a Cayman Islands corporation ("Mid Ocean"). The
principal executive offices of Mid Ocean are located at Richmond House,
12 Par-la-Ville Road, Hamilton HM 08, Bermuda.
Item 2. Identity and Background.
This statement is being filed by Marsh & McLennan Companies, Inc.
("MMC"), on behalf of itself, Marsh & McLennan Risk Capital Holdings,
Ltd. ("MMRCH") and MMRC LLC ("MMRC LLC").
MMC, a Delaware corporation, is the ultimate parent of a variety of
companies engaged in such businesses as insurance and reinsurance
broking, consulting and investment management.
MMRCH, a Delaware corporation, is an indirect subsidiary of MMC,
whose primary business is to hold investments in insurance and other risk
bearing entities on behalf of MMC and its various subsidiaries.
MMRC LLC, a Delaware limited liability company, is indirectly
beneficially owned by MMC and was formed to hold the 1,051,645 Shares
issued to it upon the exercise of an option by MMRCH. MMRCH holds 30% of
the voting interests and all of the economic interests in MMRC LLC and,
as described in Item 5, has the right to cause the disposition of assets
held by MMRC LLC (see Item 5).
MMC and MMRCH each has its principal place of business located at
1166 Avenue of the Americas, New York, New York 10036-2774. MMRC LLC has
its principal place of business at Craig Appin House, Wesley Street,
Hamilton HM 11, Bermuda.
Schedule I attached hereto and incorporated herein by reference
sets forth, with respect to each executive officer and director of MMC
and MMRCH and each executive officer of MMRC LLC the following
information: (a) name; (b) residence or business address; and (c) present
principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment
is conducted. Each person listed on Schedule I, unless otherwise
indicated, is a United States citizen.
None of MMC, MMRCH or MMRC LLC nor (to the knowledge of MMC, MMRCH
or MMRC LLC) any executive officer, director or controlling person of
MMC, MMRCH or MMRC LLC (a) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), during the last
five years or (b) has been a party, during the last five years, to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The funds necessary to purchase the Shares reported in this
Schedule 13D on behalf of MMRCH and MMRC LLC were obtained from funds
available for investment in the ordinary course of business.
Item 4. Purpose of Transaction.
The Shares directly owned by MMRCH and MMRC LLC respectively, are
being held for investment purposes. Depending on market conditions, MMC,
MMRCH or MMRC LLC may acquire additional Shares or dispose of some or all
of such Shares.
Other than as described above, none of MMC, MMRCH or MMRC LLC has
any present plans or proposals which relate to or would result in any
transaction, change or event specified in clauses (a) through (j) of Item
4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
MMC, MMRCH and MMRC LLC may be deemed to beneficially own the
Shares as follows:
Number of % of Outstanding Class A
Name Class A Ordinary Ordinary Shares
Shares Directly Owned
MMC None 0.00%
MMRCH 1,698,793 4.90%
MMRC LLC 1,051,645 3.03%
The aggregate number of Shares to which this Schedule 13D relates
is 2,750,438, representing 7.93% of the 34,669,246 Shares outstanding as
of December 31, 1996 (as advised by Mid Ocean).
Effective December 19, 1996, pursuant to a Share Purchase Option
dated as of November 5, 1992 (the "Option"), which was entered into in
connection with the initial formation and capitalization of Mid Ocean
Reinsurance Company Ltd., a wholly-owned subsidiary of Mid Ocean ("Mid
Ocean Re"), MMRCH exercised the Option with respect to shares of Mid
Ocean Re which shares, pursuant to a Put/Call Agreement dated as of June
23, 1993 between Mid Ocean and MMRCH were immediately exchanged for
Shares of Mid Ocean in the amount of 733,793 Shares issued to MMRCH and
1,051,645 Shares issued to MMRC LLC.
Each of MMRCH and MMRC LLC has the sole power to dispose of the
outstanding Shares owned by it, provided however, that with respect to
the Shares owned by MMRC LLC, MMRCH has the ability to block a sale of
the Shares and if MMRCH desires the sale of the Shares, the other members
of MMRC LLC have agreed to vote in favor of such a sale.
To the knowledge of MMC, MMRCH and MMRC LLC, none of their
respective officers and directors beneficially own any Shares, except for
Shares which may be held in discretionary accounts and over which such
officers and directors do not have investment power and except as set
forth below:
Name Number of Shares
Frank J. Borelli 15,000
Richard S. Hickok 500
David D. Holbrook 30,000
Lawrence J. Lasser 10,000
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Except as described above and in Item 5 hereof, there are no
contracts, arrangements, understandings or relationships (legal or
otherwise) among MMC, MMRCH and MMRC LLC and any other person with
respect to any securities of Mid Ocean, including but not limited to
transfer or voting of any of the securities of Mid Ocean, finder's fees,
joint venture, loan or option arrangements, puts or calls, guarantee of
profits, division of profits or loss, or the giving or withholding of
proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Put/Call Agreement dated as of June 23, 1993
between Mid Ocean Limited and Marsh & McLennan
Risk Capital Holdings, Ltd., filed as Exhibit
10.19 to the Mid Ocean Registration Statement
No. 33-63298, incorporated herein by reference
Exhibit B - Share Purchase Option Agreement dated
as of November 5, 1992 between Mid
Ocean Reinsurance Company Ltd. and Guy
Carpenter & Company, Inc. filed as
Exhibit 10.16 to the Mid Ocean
Registration Statement No. 33-63298,
incorporated herein by reference
Exhibit C - Joint Filing Agreement, dated as of December
31, 1996, by and among Marsh & McLennan Com-
panies, Inc., Marsh & McLennan Risk Capital
Holdings, Ltd. and MMRC LLC.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: January 20, 1997
MARSH & McLENNAN COMPANIES, INC.
By: /s/ Gregory F. Van Gundy
NAME: Gregory F. Van Gundy
TITLE: General Counsel and Secretary
MARSH & McLENNAN RISK CAPITAL
HOLDINGS, LTD.
By: /s/ Gregory F. Van Gundy
NAME: Gregory F. Van Gundy
TITLE: Attorney-in-fact
MMRC LLC
By: /s/ Gregory F. Van Gundy
NAME: Gregory F. Van Gundy
TITLE: Attorney-in-fact
For this and all future filings, reference is made to an Agreement
dated as of December 31, 1996 with respect to one filing of Schedule 13D
on behalf of said entities, pursuant to Rule 13d-1(f)(l).
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
MARSH & McLENNAN COMPANIES, INC.
Unless otherwise indicated, the business address of directors and
executive officers is 1166 Avenue of the Americas, New York, New York
10036-2774 and all directors and executive officers are citizens of the
United States of America. An asterisk indicates that a person is a
director.
Name and Principal Occupation
Business Address or Employment
Lewis W. Bernard* Chairman of Classroom, Inc.
c/o Morgan Stanley Group, Inc.
1251 Ave. of the Americas
New York, NY 10020
Richard H. Blum* Executive of Marsh & McLennan
Companies, Inc.
Francis N. Bonsignore Senior Vice President-Human
Resources & Administration of Marsh
& McLennan Companies, Inc.
Frank J. Borelli* Senior Vice President and Chief
Financial Officer of Marsh &
McLennan Companies, Inc.
Robert Clements* Consultant to Marsh & McLennan Risk
Marsh & McLennan Risk Capital Corp., a subsidiary
Capital Corp. of Marsh & McLennan Companies, Inc.
80 Field Point Road
Greenwich, CT 06830
Peter Coster* President of Mercer Consulting
Citizen of the United Group, Inc., a subsidiary of Marsh
Kingdom & McLennan Companies, Inc.
Robert F. Erburu* Retired Chairman of the Board of
c/o Times Mirror Company The Times Mirror Company
220 West First Street
Los Angeles, CA 90012
Jeffrey W. Greenberg* Chairman and Chief Executive
Marsh & McLennan Risk Officer of Marsh & McLennan Risk
Capital Corp. Capital Corp., a subsidiary
80 Field Point Road of Marsh & McLennan Companies, Inc.
Greenwich, CT 06830
Richard S. Hickok* Retired Chairman of KMG Main Hurdman
13 Deep Pond Circle
South Orleans, MA 02662
David D. Holbrook* Chairman of Marsh & McLennan,
Incorporated, a subsidiary of Marsh
& McLennan Companies, Inc.
Lawrence J. Lasser* President and Chief Executive
The Putnam Companies, Inc. Officer of Putnam Investments,
One Post Office Square Inc., a subsidiary of Marsh &
Boston, MA 02109 McLennan Companies, Inc.
Richard M. Morrow* Former Chairman of the Board of
c/o Amoco Corporation Westinghouse Electric Corporation;
200 East Randolph Drive Retired Chairman of the Board of
Chicago, IL 60601 Amoco Corporation
George Putnam* Chairman of the Board of Trustees
The Putnam Funds and President of the various mutual
One Post Office Square funds managed by Putnam Investment
Boston, MA 012109 Management, Inc.; Chairman of
Putnam Investment Management, Inc.,
a subsidiary of Marsh & McLennan
Companies, Inc.
Adele Smith Simmons* President of the John D. And
MacArthur Foundation Catherine T. MacArthur Foundation
140 South Dearborn Street in Chicago, Illinois.
Chicago, IL 60603
John T. Sinnott* President and Chief Executive
Officer of Marsh & McLennan,
Incorporated, a subsidiary of Marsh
& McLennan Companies, Inc.
A.J.C. Smith* Chairman of the Board and Chief
Citizen of Canada Executive Officer of Marsh &
McLennan Companies, Inc.
Frank J. Tasco* Retired Chairman and Chief
Executive Officer of Marsh &
McLennan Companies, Inc.
Gregory F. Van Gundy General Counsel & Secretary of
Marsh & McLennan Companies, Inc.
R.J. Ventres* Retired Chairman of the Executive
507 Brookside Road Committee of Borden, Inc.
New Canaan, CT 06840
DIRECTORS AND EXECUTIVE OFFICERS OF
MARSH & McLENNAN RISK CAPITAL HOLDINGS, LTD.
Unless otherwise indicated, the business address of the directors
and executive officers is 1166 Avenue of the Americas, New York, New York
10036-2774 and all directors and executive officers are citizens of the
United States of America. All persons named below are directors of the
Company.
Frank J. Borelli Chairman of Marsh & McLennan Risk
Capital Holdings, Ltd. and Senior
Vice President & Chief Financial
Officer of Marsh & McLennan
Companies, Inc.
Jeffrey W. Greenberg Chairman and Chief Executive
Marsh & McLennan Risk Officer of Marsh & McLennan Risk
Capital Corp. Capital Corp.
80 Field Point Road
Greenwich, CT 06830
A.J.C. Smith Chairman of Marsh & McLennan
Citizen of Canada Companies, Inc.
Gregory F. Van Gundy General Counsel & Secretary of
Marsh & McLennan Companies, Inc.
EXECUTIVE OFFICERS OF MMRC LLC
MMRC LCC does not have directors. The business address of the
executive officers is Craig Appin House, Wesley Street, Hamilton HM 11,
Bermuda.
Andrew Carr President of MMRC LLC.
Citizen of Bermuda President of Marsh & McLennan
Management Service (Bermuda) Ltd.
Rory Gorman Vice President of MMRC LLC.
Citizen of Ireland Senior Vice President of Marsh &
McLennan Management Services
(Bermuda) Ltd.
EXHIBIT C
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(l) promulgated under the
Securities Exchange Act of 1934, as amended, the undersigned hereby agree
to the joint filing with all other Reporting Persons (as such term is
defined in the Schedule 13D referred to below) on behalf of each of them
of a statement on Schedule 13D (including amendments thereto) with
respect to the Class A Ordinary Shares, par value $0.20, of Mid Ocean
Limited, a Cayman Islands corporation, and that this Agreement be
included as an Exhibit to such joint filing. Each of the Undersigned
hereby constitutes and appoints Gregory Van Gundy such person's true and
lawful attorney, with full power of substitution to sign for such person
and in such person's name, place and stead the statement on Schedule 13D
and any and all amendments to such statement and to file the same with
the Securities and Exchange Commission, hereby ratifying and confirming
such person's signature as it may be signed by said attorney to such
statement and any and all amendments. This Agreement may be executed in
any number of counterparts, all of which taken together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement
as of the 31st day of December, 1996.
MARSH & McLENNAN COMPANIES, INC.
By: /s/ Gregory Van Gundy
Name: Gregory Van Gundy
Title: Secretary
MARSH & McLENNAN RISK CAPITAL
HOLDINGS, LTD.
By: /s/ Frank J. Borelli
Name: Frank J. Borelli
Title: Chairman
MMRC LLC
By: /s/ Rory Gorman
Name: Rory Gorman
Title: Vice President
