-----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, MXKd5JPvVS3cblgMXQMwaqhWitcimfaZ4nDEjVXfY4LwAqwPGlflVioP/Cyqg5tM aU/iuer4W4bJ2jL0rL88Nw== 0000062709-05-000110.txt : 20050413 0000062709-05-000110.hdr.sgml : 20050413 20050413170806 ACCESSION NUMBER: 0000062709-05-000110 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050413 DATE AS OF CHANGE: 20050413 SUBJECT COMPANY: 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 TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-35738 FILM NUMBER: 05748837 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: MARSH & MCLENNAN COMPANIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MARLENNAN CORP DATE OF NAME CHANGE: 19760505 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 TO-C 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: MARSH & MCLENNAN COMPANIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MARLENNAN CORP DATE OF NAME CHANGE: 19760505 SC TO-C 1 scheduletocapril-2005.txt TENDER OFFER STATEMENT ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- SCHEDULE TO-C (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Marsh & McLennan Companies, Inc. (Name of Subject Company) Marsh & McLennan Companies, Inc. (Names of Filing Persons - Offeror) Options to Purchase Common Stock, par value $1.00 per share (Title of Class of Securities) ------------------------------ ---------------------------------------------------- Peter J. Beshar Senior Vice President, General Counsel and Secretary Marsh & McLennan Companies, Inc. 1166 Avenue of the Americas New York, New York 10036-2774 (212) 345-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copies to: Richard D. Truesdell, Jr. Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 CALCULATION OF FILING FEE* Transaction valuation Amount of filing fee - -------------------------------------- ----------------------------------------- *No filing fee is required because this filing contains only preliminary communications made before the commencement of a tender offer. |_| Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: ___________________ Filing Party: ___________________ Form or Registration No.: ___________________ Date Filed: ___________________ |X| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: |_| third-party tender offer subject to Rule 14d-1. |X| issuer tender offer subject to Rule 13e-4. |_| going-private transaction subject to Rule 13e-3. |_| amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: |_| ================================================================================ This schedule and attached exhibit relate to a proposal to be considered by stockholders of Marsh & McLennan Companies, Inc. ("MMC") at the 2005 Annual Meeting of Stockholders to be held on May 19, 2005 (the "2005 Annual Meeting"). The proposal concerns amendments to certain employee stock benefit plans that would permit MMC to make an offer to its employee optionholders (other than it's most senior executive officers) to tender certain outstanding stock options in exchange for stock options to purchase a lesser number of shares of MMC common stock. MMC has not commenced the exchange offer referred to in this communication. When the exchange offer is commenced, MMC will provide eligible optionholders with written materials explaining the terms and conditions and timing of the exchange offer. The tender offer materials and the proxy statement for the 2005 Annual Meeting will contain important information for optionholders and stockholders, respectively, and should be read carefully by them prior to tendering or voting. The proxy statement has been filed by MMC with the Securities and Exchange Commission. The tender offer materials will be filed by MMC with the Securities and Exchange Commission. These written materials and other documents may be obtained free of charge from the Securities and Exchange Commission's website at www.sec.gov. MMC stockholders may obtain a written copy of the proxy statement and eligible MMC optionholders may obtain free of charge a written copy of the tender offer statement, when available, by contacting MMC Corporate Development at (212) 345-5475. Item 12. Exhibit. 99.1 Letter to Employees from Michael A. Petrullo, senior vice president and chief administrative officer of Marsh & McLennan Companies, Inc. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. /s/ Bart Schwartz ---------------------------------------- (Signature) Bart Schwartz, Deputy General Counsel ---------------------------------------- (Name & Title) April 13, 2005 ---------------------------------------- (Date) INDEX TO EXHIBITS 99.1 Letter to Employees (filed herewith). EX-99 2 petrullomemoptholders4-2005.txt 99.1 PROPOSAL Exhibit 99.1 Michael A. Petrullo [GRAPHIC OMITTED] Marsh & McLennan Companies, Inc. 1166 Avenue of the Americas New York, New York 10036 212 345 1436 Fax 212 345 1978 Michael.Petrullo@MMC.com www.mmc.com April 13, 2005 To All MMC Optionholders: On March 1, 2005, MMC announced its proposal to offer a stock option exchange program for certain outstanding options held by active employees. The proposal is described in detail in the 2005 MMC Proxy Statement. In short, options that are 25% or more "underwater" will be eligible for exchange. Pending shareholder approval at the 2005 Annual Meeting, which is being held on May 19, we anticipate communicating the specifics of the offer to those active employees holding eligible options within a few days of the meeting. Holders of eligible options will receive specific information on the exchange process, the exchange timeframe, the tax implications of the exchange, the options eligible for the exchange and the exchange ratios. If your options do not qualify for the exchange, you will not receive this information. In any case, no action is required on your part at this time. The intent of the proposed exchange is to ensure that outstanding stock options serve as motivation and retention tools to employees whom the Company and its shareholders rely upon to move the Company forward. We believe a stock option exchange program to replace eligible options on a value-for-value basis is in the interests of optionholders, shareholders and our Company. To recap, some key points about the stock option exchange proposal are as follows: o MMC's most senior executive officers are excluded from the exchange program. o Only stock options underwater by 25% or more would be eligible for the exchange program. (For example, options with an exercise price of $46.14 will be eligible for exchange if the market price of MMC stock is $34.605 or less at the selected date.) o Exchange ratios would be set with the intention that optionholders receive new stock options that have a value that is equal to 90% of the value of the exchanged stock options. o The exercise price of new options will be equal to the fair market value of MMC common stock at the time of the exchange. [GRAPHIC OMITTED] Page 2 April 13, 2005 Thank you for your continuing contributions to our Company's success. Michael A. Petrullo Senior Vice President & Chief Administrative Officer Marsh & McLennan Companies, Inc. MMC has not commenced the exchange offer referred to in this communication. When the exchange offer is commenced, MMC will provide eligible optionholders with written materials explaining the terms and conditions and timing of the exchange offer. The tender offer materials and the proxy statement for the 2005 Annual Meeting will contain important information for optionholders and stockholders, respectively, and should be read carefully by them prior to tendering or voting. The proxy statement has been filed by MMC with the Securities and Exchange Commission. The tender offer materials will be filed by MMC with the Securities and Exchange Commission. These written materials and other documents may be obtained free of charge from the Securities and Exchange Commission's website at www.sec.gov. MMC stockholders may obtain a written copy of the proxy statement and eligible MMC optionholders may obtain free of charge a written copy of the tender offer statement, when available, by contacting MMC Corporate Development at (212) 345-5475. -----END PRIVACY-ENHANCED MESSAGE-----