-----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, EmRli44pjrwImdXogUUq+i3K6FlwLI9lAxoToxiInuJXxWV09VA6qnVRwjSP2MjW cWfiLL8lcGjNoHBzF0uMbA== 0000950172-99-000399.txt : 19990412 0000950172-99-000399.hdr.sgml : 19990412 ACCESSION NUMBER: 0000950172-99-000399 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990409 EFFECTIVENESS DATE: 19990409 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: POS EX SEC ACT: SEC FILE NUMBER: 333-67543 FILM NUMBER: 99590439 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 POS EX 1 As filed with the Securities and Exchange Commission on April 9, 1999. Registration No. 333-67543 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________ MARSH & MCLENNAN COMPANIES, INC. (Exact name of Registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 36-2668272 (I.R.S. Employer Identification No.) _________ 1166 AVENUE OF THE AMERICAS NEW YORK, NY 10036-2774 (212) 345-5000 (Address, Including Zip Code, and Telephone Number, Including Area Code, of each Registrant's Principal Executive Offices) _________ GREGORY F. VAN GUNDY GENERAL COUNSEL AND SECRETARY MARSH & MCLENNAN COMPANIES, INC. 1166 AVENUE OF THE AMERICAS NEW YORK, NY 10036-2774 (212) 345-5000 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copy to: GREGORY A. FERNICOLA SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 919 THIRD AVENUE NEW YORK, NEW YORK 10022 (212) 735-3000 _________ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT. _________ If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. ( ) If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. (X) If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ( ) If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ( ) If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: ( ) ============================================================================= PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth the expenses to be borne by MMC in connection with the offerings described in this Registration Statement. All such expenses other than the Securities and Exchange Commission registration fee are estimates. Securities and Exchange Commission Registration Fee $750,600 Transfer Agents, Trustees and Depositary's Fees and Expenses 10,000 Printing and Engraving Fees and Expenses 75,000 Accounting Fees and Expenses 100,000 Legal Fees 150,000 Rating Agency Fees 100,000 Miscellaneous (including Listing Fees, if applicable) 14,400 ___________ Total $ 1,200,000 =========== ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS As authorized by Section 145 of the General Corporation Law of the State of Delaware, each director and officer of MMC may be indemnified by MMC against expenses (including attorney's fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred in connection with the defense or settlement of any threatened, pending or completed legal proceedings in which he is involved by reason of the fact that he is or was a director or officer of MMC if he acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of MMC and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe that his conduct was unlawful. If the legal proceeding, however, is by or in the right of MMC, the director or officer may not be indemnified in respect of any claim, issue or matter as to which he shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to MMC unless a court determines otherwise. In addition, MMC maintains directors' and officers' liability policies. Article Sixth of the Restated Certificate of Incorporation of MMC provides that, to the fullest extent permitted by law, directors of MMC will not be liable for monetary damages to MMC or its stockholders for breaches of their fiduciary duties. In addition, Article Sixth of the Restated Certificate of Incorporation of MMC and Article VI of the Bylaws of MMC provide that MMC shall indemnify directors and officers to the fullest extent authorized by the General Corporation Law of the State of Delaware. ITEM 16. EXHIBITS The following is a list of all exhibits filed as a part of this amendment to the registration statement on Form S-3, including those incorporated herein by reference. Exhibit Number Description of Exhibits 1.1 The form of underwriting agreement will be filed as an exhibit to a Current Report of the registrant on Form 8-K and incorporated herein by reference. 4.1 Form of senior indenture.* 4.2 Form of subordinated indenture.* 4.3 The form of any senior debt security with respect to each particular series of senior debt securities issued hereunder will be filed as an exhibit to a Current Report of the registrant on Form 8-K and incorporated herein by reference. 4.4 The form of any subordinated debt security with respect to each particular series of subordinated debt securities issued hereunder will be filed as an exhibit to a Current Report of the registrant on Form 8-K and incorporated herein by reference. 4.5 The form of any certificate of designation with respect to any preferred stock issued hereunder will be filed as an exhibit to a Current Report of the registrant on Form 8-K and incorporated herein by reference. 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.* 12.1 Statement re: Computation of ratio of earnings to fixed charges.* 23.1 Consent of Deloitte & Touche LLP, Independent Accountants. 23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).* 23.3 Consent of PricewaterhouseCoopers, Chartered Accountants.* 24.1 Power of attorney of certain officers and directors of the registrant.* 25.1 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of State Street Bank and Trust, as trustee under the senior indenture.* 25.2 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of State Street Bank and Trust, as trustee under the subordinated indenture.* ________________ * Previously filed. ITEM 17. UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement, provided, however, that paragraphs (1)(i) and 1(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions set forth in Item 15, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Marsh & McLennan Companies, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, in the State of New York on April 9, 1999. MARSH & MCLENNAN COMPANIES, INC. By /s/ A.J.C. Smith ------------------------------------------ Name: A.J.C. Smith Title: Chairman & Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ----- /s/ A.J.C. Smith Chairman & Chief Executive Officer April 9, 1999 --------------------- (Principal Executive Officer) A.J.C. Smith /s/ Frank J. Borelli Senior Vice President & Chief April 9, 1999 --------------------- Financial Officer Frank J. Borelli (Principal Financial Officer) /s/ Douglas C. Davis Vice President and Controller April 9, 1999 --------------------- (Principal Accounting Officer) Douglas C. Davis * - ---------------------- Director April 9, 1999 Norman Barham * - ---------------------- Director April 9, 1999 Lewis W. Bernard * - ---------------------- Director April 9, 1999 Peter Coster * - ---------------------- Director April 9, 1999 Robert F. Erburu * - ---------------------- Director April 9, 1999 Jeffrey W. Greenberg * - ---------------------- Director April 9, 1999 Ray J. Groves * - ---------------------- Director April 9, 1999 Stephen R. Hardis * - ---------------------- Director April 9, 1999 Gwendolyn S. King * - ---------------------- Director April 9, 1999 The Rt. Hon. Lord Lang of Monkton * - ---------------------- Director April 9, 1999 Lawrence J. Lasser * - ---------------------- Director April 9, 1999 David A. Olsen * - ---------------------- Director April 9, 1999 John D. Ong * - ---------------------- Director April 9, 1999 George Putnam * - ---------------------- Director April 9, 1999 Adele Smith Simmons * - ---------------------- Director April 9, 1999 John T. Sinnott * - ---------------------- Director April 9, 1999 Frank J. Tasco * - ---------------------- Director April 9, 1999 Saxon Riley * - ---------------------- Director April 9, 1999 W. R. P. White-Cooper * Gregory F. Van Gundy, by signing his name hereto, does hereby execute this Registration Statement on behalf of the directors of the Registrant indicated above by asterisks, pursuant to powers of attorney duly executed by such directors and filed as exhibits to the Registration Statement. By: /s/ Gregory F. Van Gundy -------------------------------- Gregory F. Van Gundy Attorney-in-fact EXHIBIT INDEX Exhibit Number Description of Exhibits 1.1 The form of underwriting agreement will be filed as an exhibit to a Current Report of the registrant on Form 8-K and incorporated herein by reference. 4.1 Form of senior indenture.* 4.2 Form of subordinated indenture.* 4.3 The form of any senior debt security with respect to each particular series of senior debt securities issued hereunder will be filed as an exhibit to a Current Report of the registrant on Form 8-K and incorporated herein by reference. 4.4 The form of any subordinated debt security with respect to each particular series of subordinated debt securities issued hereunder will be filed as an exhibit to a Current Report of the registrant on Form 8-K and incorporated herein by reference. 4.5 The form of any certificate of designation with respect to any preferred stock issued hereunder will be filed as an exhibit to a Current Report of the registrant on Form 8-K and incorporated herein by reference. 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.* 12.1 Statement re: Computation of ratio of earnings to fixed charges.* 23.1 Consent of Deloitte & Touche LLP, Independent Accountants. 23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).* 23.3 Consent of PricewaterhouseCoopers, Chartered Accountants.* 24.1 Power of attorney of certain officers and directors of the registrant.* 25.1 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of State Street Bank and Trust, as trustee under the senior indenture.* 25.2 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of State Street Bank and Trust, as trustee under the subordinated indenture.* ________________ *Previously filed. EX-23 2 EXHIBIT 23.1 - CONSENT EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 333-67543 of Marsh & McLennan Companies, Inc. on Form S-3 of our report dated March 5, 1998 (March 16, 1999, as to Note 16), appearing in the Annual Report on Form 10-K/A of Marsh & McLennan Companies, Inc. for the year ended December 31, 1997, and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. /s/ Deloitte & Touche LLP New York, New York March 30, 1999 -----END PRIVACY-ENHANCED MESSAGE-----