-----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, Don5OlozpgbY331YxyB4vXNw0we2qoa+a2zIU39YqKdnnUuSJ57MZgDOFWR8FLxh IRbuSAotlZ9c1iwnJOGgrg== 0000062709-04-000126.txt : 20041026 0000062709-04-000126.hdr.sgml : 20041026 20041026102902 ACCESSION NUMBER: 0000062709-04-000126 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041026 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041026 DATE AS OF CHANGE: 20041026 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05998 FILM NUMBER: 041095642 BUSINESS ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2123455000 MAIL ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: MARLENNAN CORP DATE OF NAME CHANGE: 19760505 8-K 1 f8koct26-04busmodel.txt CURRENT REPORT UNITED STATES 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) October 26, 2004 ---------------------------------------------- Marsh & McLennan Companies, Inc. - ----------------------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-5998 36-2668272 - ------------------------------- ----------------------------- --------------------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 1166 Avenue of the Americas, New York, NY 10036 - ----------------------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (212) 345-5000 -------------------------------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 8--Other Events Item 8.01. Other Events. On October 26, 2004, Marsh & McLennan Companies, Inc. issued a press release announcing that Marsh Inc., its risk and insurance services subsidiary, is implementing a series of significant reforms to its business model. A copy of the press release is attached to this Report as an exhibit. INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS Marsh & McLennan Companies, Inc. and its subsidiaries ("MMC") and their representatives may from time to time make verbal or written statements (including certain statements contained in this report and other MMC filings with the Securities and Exchange Commission and in our reports to stockholders) 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, existing credit facilities, pension funding, the adverse consequences arising from market-timing issues at Putnam, including fines and restitution, the matters raised in the complaint filed by the New York State Attorney General's Office stating a claim for, among other things, fraud and violations of New York State antitrust and securities laws, 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 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 business, changes in competitive conditions, the impact of litigation concerning the claims brought by the New York State Attorney General's Office, movements in premium rate levels, the continuation of difficult conditions for the transfer of commercial risk and other changes in the global property and casualty insurance markets, natural catastrophes, mergers between client organizations, and insurance or reinsurance company insolvencies. 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 historic levels; and with respect to all of MMC's activities, the ability to amend or replace MMC's existing credit facilities to provide long term support for commercial paper borrowings following the claims brought by the New York State Attorney General, the ability to successfully integrate acquired businesses, changes in general worldwide and national economic conditions, the impact of terrorist attacks, 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. In addition, there are risks and uncertainties relating to MMC's ability to integrate Kroll's business successfully and realize expected synergies, the continued strength of Kroll's relationships with its employees, suppliers, and customers, and the accuracy of the basis for forecasts related to Kroll's business. 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. 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 anticipated release of quarterly financial results and the posting of updates of assets under management at Putnam. Monthly updates of total assets under management at Putnam will be posted to the MMC website the first business day following the end of each month. Putnam posts mutual fund and performance data to its website regularly. Assets for most Putnam retail mutual funds are posted approximately two weeks after each month-end. Mutual fund net asset value (NAV) is posted daily. Historical performance and Lipper rankings are also provided. Investors can link to MMC and its operating company websites through www.mmc.com. Section 9--Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Press release issued October 26, 2004. 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 hereunto duly authorized. MARSH & McLENNAN COMPANIES, INC. By: /s/ Bart Schwartz ----------------------------------- Name: Bart Schwartz Title: Deputy General Counsel & Corporate Secretary Date: October 26, 2004 EX-99 2 exhibit99-busmodel.txt NEW BUSINESS MODEL Exhibit 99.1 News Release MMC IMPLEMENTS SIGNIFICANT REFORMS TO MARSH INC.'S BUSINESS MODEL TO ENSURE TRANSPARENCY AND THE HIGHEST PROFESSIONAL AND ETHICAL STANDARDS NEW YORK, NEW YORK, October 26, 2004--Marsh & McLennan Companies, Inc. (MMC) announced today that Marsh Inc., its risk and insurance services subsidiary, is implementing a series of significant reforms to its business model that will ensure that the best interests of its clients are served and that every transaction is executed in accordance with the highest professional and ethical standards. Accordingly, the following reforms will be initiated by January 1, 2005: o Marsh has permanently eliminated the practice of receiving any form of contingent compensation from insurers. o All revenue streams will be 100 percent transparent to clients. Each client will receive a full accounting of all revenue earned by Marsh, including fees, retail commission, wholesale commission and premium finance compensation, if any. o Marsh will insist that insurance companies show commission rates on all policies. o Marsh will seek consistent commission rates so that insureds are better able to compare costs of alternative proposals. o Marsh will provide transparency to its clients regarding its negotiations with insurers on their behalf. To ensure compliance and oversight, Marsh has formed a global compliance organization that reports to both Michael G. Cherkasky, president and chief executive officer of MMC, and to the Audit Committee of MMC's Board of Directors. 2 This organization's scope will include all Marsh businesses worldwide and will focus on assuring compliance with all regulations and professional and ethical standards. Among the compliance process changes planned are: o A review of existing professional standards to ensure that they are sufficiently comprehensive to support the reforms in the new business model. o The requirement that all key business leaders submit compliance certifications for their areas. o Annual compliance and ethics training and certification for all colleagues. o The submission of quarterly "state of compliance" reports to the Audit Committee of MMC's Board of Directors. o Regular compliance verification meetings between compliance professionals and underwriters to ensure that Marsh brokers are meeting compliance requirements. o A formal company-wide review process to ensure that new products and services comply with Marsh's ethical and professional standards. o An internal, responsive, and secure compliance and ethics "hotline." o An independent annual review of Marsh's compliance processes and professional standards. Mr. Cherkasky said: "These reforms are the next critical step to ensure the integrity and quality of our relationships with clients and to resolve our legal and regulatory issues. In introducing these significant industry-leading changes, we are demonstrating our commitment to our clients and the markets and taking a leadership position in industry reform." MMC invites members of the press to participate in a conference call with Mr. Cherkasky and other senior management, which will include a question and answer session, today, October 26, at 11:00 a.m. ET. The media dial-in number is (800) 243-6403. Callers from outside the United States should dial (312) 461-9314. 3 All others are welcome to listen to the press conference via a live audio webcast at www.mmc.com. The webcast will be archived on MMC's website beginning at approximately 2:00 p.m. ET today. A replay of the press conference will be available beginning at approximately 2:00 p.m. ET today through 8:00 p.m. ET on Monday, November 1. To listen to the reply, please dial (888) 203-1112. Callers from outside the United States should dial (719) 457-0820. The pass code for both numbers is 906209. MMC is a global professional services firm with annual revenues exceeding $11 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 Inc., a major global provider of consulting services. More than 63,000 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. ### -----END PRIVACY-ENHANCED MESSAGE-----