-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MkItM4oAiWLr+cKNkj7O7fuCKcEW5FIhpuGQztFJTNxEe7paINoT21cIxcD5/Ik0 9i+OhEzwEA7IWOABZ7NeNw== 0000062709-98-000006.txt : 19980818 0000062709-98-000006.hdr.sgml : 19980818 ACCESSION NUMBER: 0000062709-98-000006 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980817 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EXEL LTD CENTRAL INDEX KEY: 0000875159 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 980058718 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-45271 FILM NUMBER: 98692615 BUSINESS ADDRESS: STREET 1: CUMBERLAND HOUSE STREET 2: 1 VICTORIA ST CITY: HAMILTON HM11 BERMUD STATE: D2 BUSINESS PHONE: 4412928515 MAIL ADDRESS: STREET 1: CAHILL GORDON & REINDEL(IMMANUEL KOHN) STREET 2: 80 PINE STREET CITY: NEW YORKI STATE: NY ZIP: 10005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARSH & MCLENNAN COMPANIES INC CENTRAL INDEX KEY: 0000062709 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 362668272 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1166 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2123455000 MAIL ADDRESS: STREET 1: 1166 AVE OF THE AMERICAS STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: MARLENNAN CORP DATE OF NAME CHANGE: 19760505 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 EXEL Limited (Name of Issuer) Class A Ordinary Shares, par value $0.20 per share (Title of Class of Securities) G32429105 (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 August 7, 1998 (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. G32429105 (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Marsh & McLennan Companies, Inc. 36-2668272 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) N/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 OF 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 0% (14) TYPE OF REPORTING PERSON* HC SCHEDULE 13D CUSIP No. G32429105 (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Marsh & McLennan Risk Capital Holdings, Ltd. 13-3689981 (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 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 5,058,186 shares 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) 4.70% See Item 5 (14) TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. G32429105 (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS MMRC LLC 13-3928628 (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 See Item 5 BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH None REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH See Item 5 (10) SHARED DISPOSITIVE POWER None (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,074,255 shares 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) 1.00% See Item 5 (14) TYPE OF REPORTING PERSON* CO Item 1. Security and Issuer. The class of equity securities to which this Schedule 13D relates is the Class A Ordinary Shares, par value $.01 per share (the "Shares"), of EXEL Limited, a Cayman Islands corporation ("EXEL"). The principal executive offices of EXEL are located at Cumberland House, One Victoria Street, Hamilton HM 11, 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. 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. 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 Shares were acquired in exchange for shares of Mid Ocean Limited and EXEL Limited owned by the reporting persons. The funds necessary to purchase the Mid Ocean Limited and EXEL Limited shares originally owned by the reporting persons 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 5,058,186 4.70% MMRC LLC 1,074,255 1.00% The aggregate number of Shares to which this Schedule 13D relates is 6,132,441, representing 5.70% of the approximately 107,600,000 Shares outstanding as of August 7, 1998 (as advised by EXEL). On August 3, 1998, the Shareholders of Mid Ocean Limited and EXEL Limited approved a merger of the two companies. The Grand Court of the Cayman Islands approved the merger on August 7, 1998. Immediately prior to the merger, MMRCH owned 3,565,680 EXEL shares and 1,461,093 Mid Ocean shares and MMRC LLC owned 1,051,645 Mid Ocean shares. The Mid Ocean shares were exchanged for Shares at the rate of 1.0215 Shares for each Mid Ocean share. 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. This Schedule 13D does not disclose any Shares which may be deemed to be beneficially owned by Putnam Investments, Inc., Putnam Investment Management Inc. or The Putnam Advisory Company Inc. (collectively, "Putnam"), corporate affiliates of the Reporting Persons, as investment decisions made by Putnam are independent of investment decisions made by the Reporting Persons. 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 19,919 Frank J. Tasco 5,618 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 EXEL, including but not limited to transfer or voting of any of the securities of EXEL, finder's fees, joint venture, loan or option arrangement,s 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 - Joint Filing Agreement, dated as of August 14, 1998 by and among Marsh & McLennan Companies, 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 certify that the information set forth in this Statement is true, complete and correct. Dated: August 14, 1998 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 August 14, 1998 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 Norman Barham* Vice Chairman of J&H Marsh & McLennan, Inc., a subsidiary of Marsh & McLennan Companies, Inc. Lewis W. Bernard* Chairman of Classroom, Inc. c/o Morgan Stanley Group, Inc. 1221 Ave. of the Americas New York, NY 10020 Richard H. Blum* Vice Chairman of J&H Marsh & McLennan, Inc., a subsidiary 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. 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 Name and Principal Occupation Business Address or Employment Jeffrey W. Greenberg* Chairman and Chief Executive Marsh & McLennan Risk Officer of Marsh & McLennan Risk Capital Corp. Capital Corp., a subsidiary 20 Horseneck Lane of Marsh & McLennan Companies, Inc. Greenwich, CT 06830 Ray J. Groves* Chairman of Legg Mason Merchant Ernst & Young Banking, Inc. 787 Seventh Avenue New York, NY 10019 The Rt. Hon. Lord Lang Former member of British Parliament of Monkton* Citizen of the United Kingdom Kersland Monkton Ayshire KA9 2QU United Kingdom Lawrence J. Lasser* President and Chief Executive Putnam Investments, Inc. Officer of Putnam Investments, One Post Office Square Inc., a subsidiary of Marsh & Boston, MA 02109 McLennan Companies, Inc. David A. Olsen* Former Chairman and Chief Executive Officer of Johnson & Higgins John D. Ong* Retired Chairman of the BFGoodrich 4000 Embassy Parkway Company Akron, Ohio 44333 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* Vice Chairman and Chief Executive Officer of J&H Marsh & McLennan, Inc., a subsidiary of Marsh & McLennan Companies, Inc. Name and Principal Occupation Business Address or Employment A.J.C. Smith* Chairman of the Board and Chief 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. 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. Charles A. Davis President and Chief Operating Marsh & McLennan Risk Officer of Marsh & McLennan Risk Capital Corp. Capital Corp. 80 Field Point Road Greenwich, CT 06830 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 Companies, Inc. Gregory F. Van Gundy General Counsel & Secretary of Marsh & McLennan Companies, Inc. EXECUTIVE OFFICERS OF MMRC LLC MMRC LLC does not have directors. The business address of the executive officers is Craig Appin House, Wesley Street, Hamilton HM 11, Bermuda. Frank J. Borelli President of MMRC LLC and Senior Vice President and Chief Financial Officer of Marsh & McLennan Companies, Inc. 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 $.01, of EXEL 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 14th day of August, 1998. 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/ Frank J. Borelli Name: Frank J. Borelli Title: President M:\LEGAL\MMDOC\LEGAL\MMI\WP\MJD-0885 -----END PRIVACY-ENHANCED MESSAGE-----