-----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, B1Bh0R8urJGT3CKqdGF78Cyh29p9jRN9d8fkSixZ0kNrriyfN8ZH+cp5upZAEOKC 3ziaWsPLa75t87nmuTOg6Q== /in/edgar/work/20000720/0000062709-00-000014/0000062709-00-000014.txt : 20000920 0000062709-00-000014.hdr.sgml : 20000920 ACCESSION NUMBER: 0000062709-00-000014 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000720 EFFECTIVENESS DATE: 20000720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARSH & MCLENNAN COMPANIES INC CENTRAL INDEX KEY: 0000062709 STANDARD INDUSTRIAL CLASSIFICATION: [6411 ] IRS NUMBER: 362668272 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-41828 FILM NUMBER: 676037 BUSINESS ADDRESS: STREET 1: 2 LIBERTY SQU CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 8002251581 MAIL ADDRESS: STREET 1: 2 LIBERTY SQU STREET 2: MAILSTOP L5 CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: MARLENNAN CORP DATE OF NAME CHANGE: 19760505 S-8 1 0001.txt 1999 EMPLOYEE STOCK PURCHASE PLAN As filed with the Securities and Exchange Commission on July 20, 2000 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MARSH & McLENNAN COMPANIES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 36-2668272 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) 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) Marsh & McLennan Companies 1999 Employee Stock Purchase Plan (Full Title of the Plan) Gregory F. Van Gundy, Esq. 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 Agent for Service)
CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Amount Offering Price Maximum Title of Securities to be Per Share(2) Aggregate Amount of to be Registered Registered(1) Offering Price(2) Registration Fee - ---------------------------------------- ----------------- --------------- ------------------- ------------------- - ---------------------------------------- ----------------- --------------- ------------------- ------------------- Common Stock, $1.00 par value, of 20,000,000 $109.3125 $2,186,250,000 $ 577,170 Marsh & McLennan Companies, Inc., including the Preferred Stock Purchase Rights attached thereto(3)
(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended, this registration statement shall include such additional shares of common stock as may be required pursuant to the anti-dilution provisions of the Marsh & McLennan Companies 1999 Employee Stock Purchase Plan. (2) Estimated for the sole purpose of computing the registration fee. Calculated pursuant to Rule 457(c) based on the average of the high and low prices on the New York Stock Exchange on July 19, 2000. (3) The Preferred Stock Purchase Rights initially are attached to and trade with all the shares of Common Stock outstanding as of, and issued subsequent to, September 29, 1997, pursuant to the terms of the registrant's rights agreement, dated as of September 18, 1997, as amended on January 20, 2000. Until the occurrence of certain prescribed events, the Preferred Stock Purchase Rights are not exercisable, are evidenced by the certificates for the Common Stock and will be transferred only with the Common Stock. The value attributable to such Preferred Stock Purchase Rights, if any, is reflected in the market price of the Common Stock. Pursuant to Rule 429 of the Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, the prospectus included in this registration statement also relates to 4,204,000 shares of Common Stock previously registered under the registrant's registration statement on Form S-8 (File No. 33-54349) for which a registration fee was previously paid. PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 have been or will be sent or given to employees as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"). PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed with the Securities and Exchange Commission by Marsh & McLennan Companies, Inc. (the "Company") are incorporated herein by reference: (1) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (including pages 33 through 63 of the Company's 1999 Annual Report to Stockholders); (2) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000; (3) The Company's Registration Statement on Form 8-B dated May 22, 1969, as amended by an Amendment on Form 8, dated February 3, 1987, describing the Common Stock, including any amendment or reports filed for the purpose of updating such description; and (4) The Company's Registration Statement on Form 8-A/A Amendment No. 1, dated January 26, 2000, describing the Preferred Stock Purchase Rights attached to the Common Stock, including any further amendment or reports filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. The legality of the securities being offered under the Marsh & McLennan Companies 1999 Employee Stock Purchase Plan (the "Plan") has been passed upon by Gregory Van Gundy, General Counsel of the Company. Item 6. Indemnification of Directors and Officers. Subsection (a) of Section 145 of the Delaware General Corporation Law ("DGCL") empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 145 further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith; that indemnification provided for by Section 145 shall be deemed exclusive of any other rights to which the indemnified party may be entitled; that indemnification provided for by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person's heirs, executors and administrators; and empowers the corporation to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liabilities under Section 145. Article SIXTH of the Company's Restated Certificate of Incorporation and Article Sixth of the Company's Bylaws provide that the Company shall indemnify its directors and officers to the fullest extent authorized by the DGCL. The Company also provides liability insurance for its directors and officers which provides for coverage against loss from claims made against directors and officers in their capacity as such, including liabilities under the Securities Act of 1933, as amended. The Company or its subsidiaries have also agreed to indemnify certain directors and officers against loss from claims made against such persons in connection with the performance of their duties under certain employment and other agreements. Such indemnification is generally to the same extent as provided in the Company's By-laws. Section 102(b)(7) of the DGCL provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director: (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. Article SIXTH of the Company's Certificate of Incorporation limits the liability of directors to the fullest extent permitted by the DGCL. Item 7. Exemption from Registration. Not Applicable. Item 8. Exhibits. Exhibit Number Description 5.1 Opinion of Gregory F. Van Gundy with respect to the legality of the securities being registered 23.1 Consent of Deloitte & Touche LLP 24.1 Powers of Attorney of certain directors of the Company (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1999) 24.2 Powers of Attorney of certain directors of the Company (Messrs. Cabiallavetta and Davis) Item 9. 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 and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent 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, Form S-8 or Form F-3, 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 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, as amended, 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, as amended, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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 therein, 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, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, 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 of 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, as amended, Marsh & McLennan Companies, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 20th day of July, 2000. MARSH & McLENNAN COMPANIES, INC. By: /s/Jeffrey W. Greenberg -------------------------------------------- Jeffrey W. Greenberg Chairman of the Board and Chief Executive Officer SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on this 20th day of July, 2000. /s/Jeffrey W. Greenberg Director, Chairman of the Board - ----------------------------------- and Chief Executive Officer Jeffrey W. Greenberg (Principal Executive Officer) /s/Sandra S. Wijnberg Senior Vice President and - ----------------------------------- Chief Financial Officer Sandra S. Wijnberg (Principal Financial Officer) /s/Robert J. Rapport Vice President and Controller - ----------------------------------- (Chief Accounting Officer) Robert J. Rapport * Director - ----------------------------------- Lewis W. Bernard * Director - ----------------------------------- Frank J. Borelli * Director - ----------------------------------- Mathis Cabiallavetta * Director - ----------------------------------- Peter Coster * Director - ----------------------------------- Charles A. Davis * Director - ----------------------------------- Robert F. Erburu * Director - ----------------------------------- Ray J. Groves * Director - ----------------------------------- Stephen R. Hardis * Director - ----------------------------------- Gwendolyn S. King * Director - ----------------------------------- The Rt. Hon. Lord Lang of Monkton * Director - ----------------------------------- Lawrence J. Lasser * Director - ----------------------------------- David A. Olsen * Director - ----------------------------------- John D. Ong * Director - ----------------------------------- Adele Simmons * Director - ----------------------------------- John T. Sinnott * Director - ----------------------------------- A.J.C. Smith *By: /s/Gregory F. Van Gundy ----------------------- Gregory F. Van Gundy Attorney-in-fact (signatures continued from previous page) EXHIBIT INDEX Exhibit Number Description of Exhibits 5.1 Opinion of Gregory F. Van Gundy with respect to the legality of the securities being registered 23.1 Consent of Deloitte & Touche LLP 24.1 Powers of Attorney of certain directors of the Company (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1999) 24.2 Powers of Attorney of certain directors of the Company (Messrs. Cabiallavetta and Davis) EX-5 2 0002.txt LEGAL OPINION EXHIBIT 5.1 July 20, 2000 Marsh & McLennan Companies, Inc. 1166 Avenue of the Americas New York, New York 10036-2774 Ladies and Gentlemen: I am General Counsel and Secretary of Marsh & McLennan Companies, Inc., a Delaware corporation (the "Company"). I have acted as counsel to the Company in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, (the "Securities Act") for the registration of 20,000,000 shares of common stock, par value $1.00 per share, including preferred stock purchase rights (the "Shares"), of the Company relating to the Marsh & McLennan Companies 1999 Employee Stock Purchase Plan (the "Plan"). In connection with the foregoing, I or attorneys under my supervision, have examined the minute books and stock records of the Company, the Certificate of Incorporation and By-Laws of the Company, the Registration Statement, the Plan and resolutions duly adopted by the Board of Directors and the stockholders of the Company relating to the Plan. In addition, I, or attorneys under my supervision, have reviewed such other documents and instruments and have conferred with various officers and directors of the Company and have ascertained or verified such additional facts as deemed necessary or appropriate for the purposes of this opinion. In this examination I, or attorneys under my supervision, have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted as originals, the conformity to original documents of all documents submitted as certified, photostatic or facsimile copies and authenticity of the originals of such latter documents. Based upon the foregoing I am of the opinion that the Shares to be issued under the Plan have been duly authorized and, when issued and delivered in accordance with the terms of the Plan, will be legally issued, fully paid and nonassessable. My opinion is limited to matters governed by the laws of the State of New York and the General Corporation Law of the State of Delaware. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not hereby admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder. This opinion is solely for your benefit in connection with the Company's offer and sale of the Shares, and is not to be used, circulated, relied on, quoted or otherwise referred to for any other purpose without my express written permission. Very truly yours, /s/Gregory F. Van Gundy Gregory F. Van Gundy General Counsel EX-23 3 0003.txt AUDITORS' CONSENT EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Marsh & McLennan Companies, Inc. on Form S-8 of our report dated March 3, 2000, appearing in and incorporated by reference in the Annual Report on Form 10-K of Marsh & McLennan Companies, Inc. for the year ended December 31, 1999. /s/Deloitte & Touche LLP Deloitte & Touche LLP New York, New York July 20, 2000 EX-24 4 0004.txt POWERS OF ATTORNEY EXHIBIT 24.2 POWER OF ATTORNEY The undersigned, a Director of Marsh & McLennan Companies, Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint any one of Jeffrey W. Greenberg, Sandra S. Wijnberg and Gregory F. Van Gundy to be the undersigned's agent and attorney-in-fact, each with the power to act fully hereunder without the other and with full power of substitution to act in the name and on behalf of the undersigned: To sign or to transmit electronically in the name and on behalf of the undersigned, as a Director of the Company, and file with the Securities and Exchange Commission on behalf of the Company any registration statements or prospectuses for the registration of the Company's common stock and related interests to be issued pursuant to the Company's duly adopted employee benefit, compensation and stock plans, any registration statements for the registration of the Company's common stock for issuance in connection with acquisitions or for resale by the holders thereof who acquired or will acquire such stock in connection with past or future acquisitions, and any amendments or supplements to such registration statements and the Company's Annual Report on Form 10-K for the year ended December 31, 1999; and To execute and deliver, either through a paper filing or electronically, any agreements, instruments, certificates or other documents which they shall deem necessary or proper in connection with the filing of such registration statements and prospectuses and amendments or supplements thereto or to the Annual Report on Form 10-K, and generally to act for and in the name of the undersigned with respect to such filings as fully as could the undersigned if then personally present and acting. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney effective the 18th day of May, 2000. /s/ Mathis Cabiallavetta ------------------------- Mathis Cabiallavetta POWER OF ATTORNEY The undersigned, a Director of Marsh & McLennan Companies, Inc., a Delaware corporation (the "Company"), does hereby constitute and appoint any one of Jeffrey W. Greenberg, Sandra S. Wijnberg and Gregory F. Van Gundy to be the undersigned's agent and attorney-in-fact, each with the power to act fully hereunder without the other and with full power of substitution to act in the name and on behalf of the undersigned: To sign or to transmit electronically in the name and on behalf of the undersigned, as a Director of the Company, and file with the Securities and Exchange Commission on behalf of the Company any registration statements or prospectuses for the registration of the Company's common stock and related interests to be issued pursuant to the Company's duly adopted employee benefit, compensation and stock plans, any registration statements for the registration of the Company's common stock for issuance in connection with acquisitions or for resale by the holders thereof who acquired or will acquire such stock in connection with past or future acquisitions, and any amendments or supplements to such registration statements and the Company's Annual Report on Form 10-K for the year ended December 31, 1999; and To execute and deliver, either through a paper filing or electronically, any agreements, instruments, certificates or other documents which they shall deem necessary or proper in connection with the filing of such registration statements and prospectuses and amendments or supplements thereto or to the Annual Report on Form 10-K, and generally to act for and in the name of the undersigned with respect to such filings as fully as could the undersigned if then personally present and acting. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney effective the 18th day of May, 2000. /s/ Charles A. Davis -------------------- Charles A. Davis -----END PRIVACY-ENHANCED MESSAGE-----