S-3/A 1 0001.txt REGISTRATION STATEMENT 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: |_| ---------------------------------------------- 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. 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. 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 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