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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 25, 2002
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MARSH & MCLENNAN COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-5998 36-2668272
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
1166 Avenue of the Americas, New York, New York 10036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 212-345-5000
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Item 5. Other Events.
On June 25, 2002, Marsh & McLennan Companies, Inc. ("MMC") issued a press
release announcing it has extended its offer to exchange up to $500,000,000
aggregate principal amount of its registered 5.375% Senior Notes due 2007 (the
"2007 Exchange Notes") and $250,000,000 aggregate principal amount of its
registered 6.25% Senior Notes due 2012 (the "2012 Exchange Notes", and together
with the 2007 Exchange Notes, the "Exchange Notes") for any and all outstanding
unregistered 5.375% Senior Notes due 2007 (the "2007 Restricted Notes") and
unregistered 6.25% Senior Notes due 2012 (the "2012 Restricted Notes", and
together with the 2007 Restricted Notes, the "Restricted Notes"). MMC has
extended the expiration date of the exchange offer until 5:00 p.m., New York
City time, on July 1, 2002, unless further extended.
A copy of the press release is attached to this Report as an exhibit and
is incorporated hereby by reference.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Businesses Acquired
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
99.1. Press Release dated June 25, 2002.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MARSH & MCLENNAN COMPANIES, INC.
Dated: June 25, 2002
By: /s/ William L. Rosoff
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Name: William L. Rosoff
Title: Senior Vice President
and General Counsel
LOGO [GRAPHIC OMITTED] MMC Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036-2774
212 345 5000 Fax 212 345 4838
www.mmc.com
News Release
Media Contacts: Investor Contact:
Barbara Perlmutter Jim Fingeroth Mike Bischoff
MMC Kekst and Company MMC
(212) 345-5585 (212) 521-4819 (212) 345-5470
MMC EXTENDS EXCHANGE OFFER
NEW YORK, NEW YORK, June 25, 2002 -- Marsh & McLennan Companies, Inc. (MMC)
announced today it has extended its offer to exchange up to $500,000,000
aggregate principal amount of its registered 5.375% Senior Notes due 2007 (the
"2007 Exchange Notes") and $250,000,000 aggregate principal amount of its
registered 6.25% Senior Notes due 2012 (the "2012 Exchange Notes", and together
with the 2007 Exchange Notes, the "Exchange Notes") for any and all outstanding
unregistered 5.375% Senior Notes due 2007 (the "2007 Restricted Notes") and
unregistered 6.25% Senior Notes due 2012 (the "2012 Restricted Notes", and
together with the 2007 Restricted Notes, the "Restricted Notes").
MMC has extended the expiration date of the exchange offer until 5:00 p.m., New
York City time, on July 1, 2002, unless further extended. Restricted Notes may
be withdrawn at any time prior to the expiration date.
As of the close of business on June 24, 2002, MMC was advised by the exchange
agent for the exchange offer that an aggregate principal amount of $466,400,000
of 2007 Restricted Notes and an aggregate principal amount of $249,845,000 of
2012 Restricted Notes had been tendered in exchange for an equivalent amount of
2007 Exchange Notes and 2012 Exchange Notes, respectively.
Marsh o Putman o Mercer
Marsh & McLenan Companies
2
The terms and conditions of the exchange offer are set forth in MMC's
Prospectus, dated May 22, 2002, and the accompanying Letter of Transmittal, as
both may be further amended. The consummation of the exchange offer is subject
to certain conditions which are described in the Prospectus and the
accompanying Letter of Transmittal. Subject to applicable law, MMC may, in its
sole discretion, waive any condition applicable to the exchange offer at any
time prior to the expiration date or extend or otherwise amend any exchange
offer.
This announcement is not an offer to purchase, a solicitation of an offer to
purchase, or a solicitation of an offer to sell securities with respect to any
Notes. The exchange offer may only be made pursuant to the terms of the
Prospectus and the accompanying Letter of Transmittal (as both may be amended).
Copies of the Prospectus and related documents may be obtained from Georgeson
Shareholder Communications Inc. at 212-440-9800. Questions and requests for
assistance regarding exchange procedures should be directed to State Street
Bank and Trust Company, the exchange agent, at 617-662-1548. All other
questions should be directed to Investor Relations at MMC at 212-345-5475.
MMC is a global professional services firm with annual revenues of $10 billion.
It is the parent company of Marsh Inc., the world's leading risk and insurance
services firm; Putnam Investments, one of the largest investment management
companies in the United States; and Mercer Consulting Group, a major global
provider of consulting services. Approximately 58,000 employees provide
analysis, advice and transactional capabilities to clients in over 100
countries. Its stock (ticker symbol: MMC) is listed on the New York, Chicago,
Pacific and London stock exchanges. MMC's website address is www.mmc.com.
###
This press release contains certain statements relating to future results,
which are forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. Such statements may include, without
limitation, discussions concerning revenues, expenses, earnings, cash flow,
capital structure, financial losses and expected insurance recoveries resulting
from the September 11, 2001 attack on the World Trade Center in New York City,
as well as market and industry conditions, premium rates, financial markets,
interest rates, foreign exchange rates, contingencies and matters relating to
MMC's operations and income taxes. Such forward-looking
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statements are based on available current market and industry materials,
experts' reports and opinions and long-term trends, as well as management's
expectations concerning future events impacting MMC. Forward-looking statements
by their very nature involve risks and uncertainties. Factors that may cause
actual results to differ materially from those contemplated by any
forward-looking statements contained herein include, in the case of MMC's risk
and insurance services and consulting businesses, the amount of actual
insurance recoveries and financial loss from the September 11 attack on the
World Trade Center, or other adverse consequences from that incident. Other
factors that should be considered in the case of MMC's risk and insurance
services business are changes in competitive conditions, movements in premium
rate levels, difficulty transferring commercial risk, and other changes in the
global property and casualty insurance markets, the impact of terrorist
attacks, natural catastrophes and mergers between client organizations,
including insurance and reinsurance companies. Factors to be considered in the
case of MMC's investment management business include changes in worldwide and
national equity and fixed income markets, actual and relative investment
performance, the level of sales and redemptions and the ability to maintain
investment management and administrative fees at appropriate levels; and with
respect to all of MMC's activities, changes in general worldwide and national
economic conditions, changes in the value of investments made in individual
companies and investment funds, fluctuations in foreign currencies, actions of
competitors or regulators, changes in interest rates or in the ability to
access financial markets, developments relating to claims, lawsuits and
contingencies, prospective and retrospective changes in the tax or accounting
treatment of MMC's operations and the impact of tax and other legislation and
regulation in the jurisdictions in which MMC operates. Forward-looking
statements speak only as of the date on which they are made, and MMC undertakes
no obligation to update any forward-looking statement to reflect events or
circumstances after the date on which it is made or to reflect the occurrence
of unanticipated events. Please refer to Marsh & McLennan Companies' 2001
Annual Report on Form 10-K for "Information Concerning Forward-Looking
Statements," its reports on Form 8-K and quarterly reports on Form 10-Q.
MMC is committed to providing timely and materially accurate information to the
investing public, consistent with our legal and regulatory obligations. To that
end, MMC and its operating companies use their websites to convey meaningful
information about their businesses, including the posting of updates of assets
under management at Putnam. Monthly updates of assets under management at
Putnam will be posted on the first business day following the end of each
month, except at the end of March, June, September and December, when such
information will be released with MMC's quarterly earnings announcement.
Investors can link to MMC and its operating company websites through
www.mmc.com.