-----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, U1tr7OK0Oawt5vFdItOW9BcK6O6qSCt8BjGvs8tzIfp7tgp/ZfJGr1j4LdEtCYed 5pTb/ezeGmdlQWOxpjh0Ww== 0001181431-04-022008.txt : 20040423 0001181431-04-022008.hdr.sgml : 20040423 20040423162743 ACCESSION NUMBER: 0001181431-04-022008 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040421 FILED AS OF DATE: 20040423 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARSH & MCLENNAN CAPITAL PROFESSIONALS FUND LP CENTRAL INDEX KEY: 0001098152 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31721 FILM NUMBER: 04751425 BUSINESS ADDRESS: STREET 1: 20 HORSENECK LN CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MMC CAPITAL INC CENTRAL INDEX KEY: 0001280277 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31721 FILM NUMBER: 04751421 MAIL ADDRESS: STREET 1: 20 HORSENECK LANE CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AXIS CAPITAL HOLDINGS LTD CENTRAL INDEX KEY: 0001214816 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 BUSINESS ADDRESS: STREET 1: 106 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: 00000 BUSINESS PHONE: 4412962600 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARSH & MCLENNAN RISK CAPITAL HOLDINGS LTD CENTRAL INDEX KEY: 0001026605 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31721 FILM NUMBER: 04751422 BUSINESS ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036-2774 BUSINESS PHONE: 2123455000 MAIL ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARSH & MCLENNAN EMPLOYEES SECURITIES CO LP CENTRAL INDEX KEY: 0001096727 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31721 FILM NUMBER: 04751424 BUSINESS ADDRESS: STREET 1: MMC CAPITAL INC STREET 2: 20 HORSENECK LANE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038622900 MAIL ADDRESS: STREET 1: 1166 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARSH & MCLENNAN GP I INC CENTRAL INDEX KEY: 0001249874 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31721 FILM NUMBER: 04751423 BUSINESS ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 100362774 BUSINESS PHONE: 2123455000 MAIL ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 100362774 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARSH & MCLENNAN COMPANIES INC CENTRAL INDEX KEY: 0000062709 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31721 FILM NUMBER: 04751426 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 NAME: FORMER CONFORMED NAME: MARLENNAN CORP DATE OF NAME CHANGE: 19760505 4 1 rrd39540.xml FORM 4 X0201 4 2004-04-21 0 0001214816 AXIS CAPITAL HOLDINGS LTD AXS 0000062709 MARSH & MCLENNAN COMPANIES INC 1166 AVENUE OF THE AMERICAS. . NEW YORK. NY 10036 0 0 1 0 0001098152 MARSH & MCLENNAN CAPITAL PROFESSIONALS FUND LP C/O MAPLES & CALDER, UGLAND HOUSE BOX 309, SOUTH CHURCH STREET GEORGETOWN, GRAND CAYMAN E9 0 0 1 0 0001096727 MARSH & MCLENNAN EMPLOYEES SECURITIES CO LP C/O MAPLES & CALDER, UGLAND HOUSE BOX 309, SOUTH CHURCH STREET GEORGETOWN, GRAND CAYMAN E9 0 0 1 0 0001249874 MARSH & MCLENNAN GP I INC 1166 AVENUE OF THE AMERICAS NEW YORK NY 10036 0 0 1 0 0001026605 MARSH & MCLENNAN RISK CAPITAL HOLDINGS LTD 1166 AVENUE OF THE AMERICAS NEW YORK NY 10036 0 0 1 0 0001280277 MMC CAPITAL INC 20 HORSENECK LANE GREENWICH CT 06830 0 0 1 0 Common Shares 2004-04-21 4 S 0 54336 27.00 D 232206 I See Footnote Common Shares 2004-04-21 4 S 0 1019107 27.00 D 4355145 I See Footnote Common Shares 2004-04-21 4 S 0 16907 27.00 D 72252 I See Footnote Common Shares 7404827 I See Footnotes Common Shares 11792 I See Footnote Common Shares ("Common Shares") sold in connection with an underwritten public offering of 20,000,000 Common Shares (excluding up to 3,000,000 Common Shares subject to the Underwriters' overallotment option) at a price of $27.91 per Common Share, less $0.91 for underwriting discounts and commissions. Marsh & McLennan Capital Professionals Fund, L.P. ("CPF") disposed of 93,061 Common Shares and Marsh & McLennan Employees' Securities Company, L.P. ("ESC") disposed of 93,575 Common Shares. By virtue of holding indirect partnership interests in ESC and CPF, Marsh & McLennan Companies, Inc. ("MMC") has a pecuniary interest in approximately 1.09% of the Common Shares beneficially owned by ESC and approximately 57.29% of the Common Shares beneficially owned by CPF. As a result of the foregoing dispositions, MMC's pecuniary interest in the Common Shares held by CPF and ESC has decreased by 54,336 Common Shares. As a result of these dispositions, ESC beneficially owns 399,894 Common Shares and CPF beneficially owns 397,695 Common Shares. By virtue of holding indirect partnership interests in ESC and CPF, MMC has a pecuniary interest in approximately 1.09% of the Common Shares beneficially owned by ESC (4,350 Common Shares) and approximtely 57.29% of the Common Shares beneficially owned by CPF (227,856 Common Shares). Trident II, L.P. ("Trident") disposed of 3,324,048 Common Shares. MMC, by virtue of holding interests, including through Marsh & McLennan Risk Capital Holdings, Ltd. ("MMRCH"), an indirect wholly owned subsidiary of MMC, and Marsh & McLennan GP I, Inc. ("MMGPI") in Trident, may be deemed to have a pecuniary interest in approximately 30.66% of the Common Shares beneficially owned by Trident. As a result of the foregoing dispositions, MMC may be deemed to have had a pecuniary interest in 1,019,107 of the Common Shares sold by Trident. MMC and its subsidiaries each disclaim beneficial ownership of Common Shares that are, or may be deemed to be, beneficially owned by Trident. This report shall not be deemed to be an admission that any such person is the beneficial owner of such shares. As a result of the dispositions, Trident beneficially owns 14,205,283 Common Shares. MMC, by virtue of holding interests (including through MMRCH and MMGPI) in Trident, may be deemed to have a pecuniary interest in approximately 30.66% of the Common Shares beneficially owned by Trident (i.e., 4,355,145 Common Shares). MMC and its subsidiaries each disclaim beneficial ownership of Common Shares that are, or may be deemed to be, beneficially owned by Trident. This report shall not be deemed to be an admission that any such person is the beneficial owner of such shares. MMRCH has agreed that it will coordinate the timing of the sale of Common Shares held by it with the sale of Common Shares held by Trident. As a result of such agreement, MMC and MMRCH may be deemed to beneficially own Common Shares that are held by Trident. See Footnotes 4, 5 and 7. MMC and MMRCH disclaim any beneficial ownership of any Common Shares held by Trident. Trident has made separate filing on its behalf and on behalf of Trident Capital II, L.P. ("Trident GP"). The general partners of Trident GP are MMGPI and two single member limited liability companies that are owned by individuals who are senior executive officers of MMC. In the Trident filings, the two single member limited liability companies that act as general partners of Trident GP each disclaimed beneficial ownership of Common Shares that are, or may be deemed to be beneficially owned by Trident. MMC, MMRCH and MMGPI each disclaim beneficial ownership of Common Shares that are, or may be deemed to be, beneficially owned by Trident. This report shall not be deemed to be an admission that any such person is the beneficial owner of such shares. Common Shares owned of record by Putnam Investments Holdings, LLC ("Putnam"), an indirect subsidiary of MMC. Common Shares owned of record by MMRCH. Common Shares owned of record by MMC Capital, Inc. Marsh & McLennan Companies, Inc. is making this joint filing on Form 4 on its own behalf and on behalf of Marsh & McLennan Risk Capital Holdings, Ltd., Marsh & McLennan GP I, Inc., Marsh & McLennan Capital Professionals Fund, L.P., Marsh & McLennan Employees' Securities Company, L.P. and MMC Capital Inc. Marsh & McLennan Companies, Inc. By: /s/ Leon Lichter, Vice President and Counsel 2004-04-23 Marsh & McLennan Capital Professionals Fund, L.P. By: Marsh & McLennan GP I, Inc., its sole general partner By: /s/ David Wermuth, Assistant Secretary 2004-04-23 Marsh & McLeannan Employees' Securities Company, L.P. By: Marsh & McLennan GPI, Inc., its sole general partner By: /s/ David Wermuth, Assistant Secretary 2004-04-23 Marsh & McLennan GP I, Inc. By: /s/ David Wermuth, Assistant Secretary 2004-04-23 Marsh & McLennan Risk Capital Holdings, Ltd. By: /s/ David Wermuth, Secretary 2004-04-23 MMC Capital, Inc. By:/s/ David Wermuth, Principal and Legal Director 2004-04-23 -----END PRIVACY-ENHANCED MESSAGE-----