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.