-----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, GlNU/3ENn3ShQ6okq5XFaOjDYxz5becAkTlOmEIWOMMBeuuIUKvMT+rXkMF1vAKw obOHrdbGRVcP7tqYIrYX7g== 0000898822-02-000812.txt : 20020620 0000898822-02-000812.hdr.sgml : 20020620 20020620171920 ACCESSION NUMBER: 0000898822-02-000812 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020620 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-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-05998 FILM NUMBER: 02683676 BUSINESS ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 02109 BUSINESS PHONE: 8002251581 MAIL ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: MARLENNAN CORP DATE OF NAME CHANGE: 19760505 8-A12B/A 1 june12form8a.txt FORM 8-A/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A Amendment No. 2 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MARSH & MCLENNAN COMPANIES, INC. (Exact name of registrant as specified in its charter) Delaware 36-2668272 (State of incorporation) (IRS Employer Identification No.) 1166 AVENUE OF THE AMERICAS New York, New York 10036-2774 (Address of principal executive offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of securities registration of a class of securities pursuant to Section 12(b) of the pursuant to Section 12(g) of the Exchange Act and is effective Exchange Act and is effective pursuant to General Instruction pursuant to General Instruction A.(c), please check the following A.(d), please check the following box. [X] box. [ ] Securities Act registration statement file number to which this form relates: _______N/A______ (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ----------------------------- ------------------------------------ Preferred Share Purchase Rights New York Stock Exchange Chicago Stock Exchange Pacific Stock Exchange London Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: NONE (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED Item 1 to the Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 10, 1997 by Marsh & McLennan Companies, Inc. (the "Company"), as amended by Amendment No. 1 to Registration Statement on Form 8-A/A filed on January 27, 2000 (collectively, the "Registration Statement"), is hereby amended and supplemented by adding the following at the end thereof: On June 7, 2002, the Company and the Harris Trust Company of New York, as Rights Agent (the "Rights Agent"), entered into an amendment (the "2002 Amendment") to the Amended and Restated Rights Agreement, dated as of January 20, 2000, between the Company and the Rights Agent (the "Rights Agreement"). The 2002 Amendment effected certain technical amendments necessary to reflect the Company's previously announced 2-for-1 stock split, which is expected to occur on June 28, 2002. Among other things, the 2002 Amendment amends the 2000 Rights Agreement to (1) reduce the portion of a share of Series A Junior Participating Preferred Stock (the "Preferred Shares") for which each preferred share purchase right (each "Right") may become exercisable, under the terms set forth in the Rights Agreement, from one three-hundredth of a Preferred Share to one six-hundredth of a Preferred Share and (2) to reduce the exercise price for each Right from $400 to $200. The 2002 Amendment is attached hereto as Exhibit 2 and incorporated herein by reference. The foregoing summary of the 2002 amendment is qualified in its entirety by reference to the full text of such exhibit. ITEM 2. EXHIBITS Item 2 to the Registration Statement is hereby amended and supplemented by the addition of the following: 2. Amendment No. 1, dated as of June 7, 2002, to the Amended and Restated Rights Agreement, dated as of January 20, 2000, between Marsh & McLennan Companies, Inc. and the Harris Trust Company of New York, as Rights Agent. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. MARSH & McLENNAN COMPANIES, INC. Dated: June 20, 2002 By: /s/ William L. Rosoff ----------------------------------- Name: William L. Rosoff Title: Senior Vice President & General Counsel EXHIBIT INDEX Exhibit Description 2. Amendment No. 1, dated as of June 7, 2002, to the Amended and Restated Rights Agreement, dated as of January 20, 2000, between Marsh & McLennan Companies, Inc. and the Harris Trust Company of New York, as Rights Agent. EX-2 3 june12form8aex1.txt AMENDMENT NO.1 TO RIGHTS AGREEMENT Exhibit 2.1 ----------- AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT This amendment (the "Amendment"), dated as of June 7, 2002, by and between Marsh & McLennan Companies, Inc., a Delaware corporation (the "Company"), and Harris Trust Company of New York, as rights agent (the "Rights Agent"), amends, pursuant to Section 27 thereof, that certain Amended and Restated Rights Agreement, dated as of January 20, 2000 (the "Rights Agreement"), between the Company and the Rights Agent. RECITALS WHEREAS, the Board of Directors of the Company has approved a 2-for-1 stock split in the form of a distribution of shares of Common Stock, par value $1.00 per share, of the Company (the "Common Stock"), pursuant to which the Company will issue on June 28, 2002 to each holder of record of Common Stock at the close of business on June 7, 2002 one share of Common Stock for each share held of record by such holder (the "Distribution"); and WHEREAS, in connection with the Distribution, the Company wishes to make appropriate adjustments to the Rights Agreement; and WHEREAS, pursuant to resolutions of the Board of Directors dated May 16, 2002, the Board of Directors has duly authorized this Amendment in connection with the Distribution, and all acts and things necessary to make this Amendment a valid agreement, enforceable according to its terms, have been done and performed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects duly authorized by the Company and the Rights Agent; NOW, THEREFORE, the parties hereto agree to amend the Rights Agreement as follows: 1. Each use of or reference to the term "one three-hundredth" or "one three-hundredths" in the Rights Agreement, including Exhibits A and B thereto, is hereby amended by replacing such term with "one six-hundredth" or "one six-hundredths," respectively. 2. Section 7(b) is hereby amended by replacing "shall be $400.00 as of January 20, 2000" with "shall be $200.00 as of June 7, 2002". 3. Section 11(d)(ii) is hereby amended by replacing each use of or reference to "300" with "600". 4. Section 11(l) is hereby amended by replacing each use of or reference to "two-hundredths" with "six-hundredths". 5. Exhibit A to the Rights Agreement is hereby amended by replacing the reference to "$400.00" with "$200.00" and by replacing the reference to "January 20, 2000" with "June 7, 2002". 6. The first paragraph of Exhibit B to the Rights Agreement is hereby amended by replacing the reference to "$400.00" with "$200.00". 7. The sixth paragraph of Exhibit B to the Rights Agreement is hereby amended by replacing the reference to "$800" with "$400", replacing the reference to "$100" with "$50", and replacing each reference of "$400" with "$200". 8. For purposes of the Distribution, the provisions of this Amendment shall apply in lieu of any adjustment, including to the number of Rights, that would otherwise occur by virtue of Section 11(p) of the Rights Agreement, and Section 11(p) of the Rights Agreement shall not apply to the Distribution. 9. Terms not defined herein shall, unless the context otherwise requires, have the meanings ascribed to them in the Rights Agreement. [The remainder of this page has been intentionally left blank] -2- IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed as of the 7th day of June, 2002. MARSH & McLENNAN COMPANIES, INC. By: /s/ William L. Rosoff ------------------------------ Name: William L. Rosoff Title: Senior Vice President & General Counsel HARRIS TRUST COMPANY OF NEW YORK By: /s/ Martin J. McHale, Jr. ------------------------------ Name: Martin J. McHale, Jr. Title: President -----END PRIVACY-ENHANCED MESSAGE-----