-----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, IRZzQPyuFYm6bCaLGd0ckPz508dOeMqXQ6sLaYBFcaiIUmn2BNRLLqY+Jp2PCp48 AXpIXGA00HzbUdyp8aOU9w== 0000950172-98-001198.txt : 19981116 0000950172-98-001198.hdr.sgml : 19981116 ACCESSION NUMBER: 0000950172-98-001198 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981113 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEDGWICK GROUP PLC CENTRAL INDEX KEY: 0001040015 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54555 FILM NUMBER: 98748667 BUSINESS ADDRESS: STREET 1: SACKVILLE HOUSE STREET 2: 143-149 FENCHURCH ST CITY: LONDON STATE: X0 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEDGWICK GROUP PLC CENTRAL INDEX KEY: 0001040015 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-54555 FILM NUMBER: 98748668 BUSINESS ADDRESS: STREET 1: SACKVILLE HOUSE STREET 2: 143-149 FENCHURCH ST CITY: LONDON STATE: X0 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 14D1/A BUSINESS ADDRESS: STREET 1: 1166 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2123455000 MAIL ADDRESS: STREET 1: 1166 AVE OF THE AMERICAS STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 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 14D1/A BUSINESS ADDRESS: STREET 1: 1166 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2123455000 MAIL ADDRESS: STREET 1: 1166 AVE OF THE AMERICAS STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: MARLENNAN CORP DATE OF NAME CHANGE: 19760505 SC 14D1/A 1 SCHEDULE 14D1 AMENDMENT NO. 10 =========================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- SCHEDULE 14D-1 AMENDMENT NO. 10 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND STATEMENT ON SCHEDULE 13D AMENDMENT NO. 11 UNDER THE SECURITIES EXCHANGE ACT OF 1934 --------------------- SEDGWICK GROUP PLC (NAME OF SUBJECT COMPANY) MARSH & MCLENNAN COMPANIES, INC. (BIDDER) ORDINARY SHARES OF 10 PENCE EACH AND AMERICAN DEPOSITARY SHARES, EACH REPRESENTING FIVE ORDINARY SHARES AND EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS (TITLE OF CLASS OF SECURITIES) 815673108 (ORDINARY SHARES) 815673207 (AMERICAN DEPOSITARY SHARES) (CUSIP NUMBER OF CLASS OF SECURITIES) GREGORY F. VAN GUNDY GENERAL COUNSEL AND SECRETARY 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 BIDDER) COPIES TO: DAVID J. FRIEDMAN MARK RAWLINSON MICHAEL E. HATCHARD FRESHFIELDS SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 65 FLEET STREET 919 THIRD AVENUE LONDON ECY 1HS, ENGLAND NEW YORK, NEW YORK 10022 (011) 44-171-936-4000 (212) 735-3000 Marsh & McLennan Companies, Inc., a Delaware corporation ("Marsh & McLennan"), hereby amends and supplements its Tender Offer Statement on Schedule 14D-1 ("Schedule 14D-1") filed with the Securities and Exchange Commission (the "Commission") on September 4, 1998 relating to the offer to purchase (the "Ordinary Offer") all of the (a) ordinary shares of 10 pence each ("Sedgwick Shares") of Sedgwick Group plc ("Sedgwick") at a price of 225 pence in cash per Sedgwick Share and (b) American Depositary Shares of Sedgwick ("Sedgwick ADSs"), each representing five Sedgwick Shares and evidenced by American Depositary Receipts, at a price of pound sterling11.25 in cash per Sedgwick ADS. This Amendment No. 10 to the Schedule 14D-1 also constitutes Amendment No. 11 to the Schedule 13D of Marsh & McLennan with respect to Sedgwick Shares and Sedgwick ADSs filed with the Commission on September 3, 1998. Item 6. Interest in Securities of the Subject Company Items 6(a) and (b) are hereby amended and supplemented by incorporation by reference therein of the following information: Based upon acceptances of the Ordinary Offer and its agreement during the offer period to purchase 15,000,000 Sedgwick Shares, as of 3:00 p.m. (London time) on November 13, 1998, Marsh & McLennan owned, had rights over or had received valid acceptances in respect of 513,615,729 Sedgwick Shares, including Sedgwick Shares represented by Sedgwick ADSs, representing approximately 92.68% of the outstanding Sedgwick Shares. SIGNATURES 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. MARSH & McLENNAN COMPANIES, INC. By: /s/ Gregory F. Van Gundy --------------------------------- Name: Gregory F. Van Gundy Title: General Counsel and Secretary Dated: November 13, 1998 -----END PRIVACY-ENHANCED MESSAGE-----