-----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, OyoAq8Y5cimJqbbmqz74gqoTIwz0mhpdYAXZPuTapAXsnF3bhFlZZPmd7iUz2s8A wn8vC0Z7bEYcIi38LUNa7g== 0001209191-05-014788.txt : 20050310 0001209191-05-014788.hdr.sgml : 20050310 20050310124150 ACCESSION NUMBER: 0001209191-05-014788 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050309 FILED AS OF DATE: 20050310 DATE AS OF CHANGE: 20050310 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: 05671496 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: 05671498 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 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: 05671497 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: MARSH & MCLENNAN COMPANIES INC DATE OF NAME CHANGE: 19920703 FORMER NAME: FORMER CONFORMED NAME: MARLENNAN CORP DATE OF NAME CHANGE: 19760505 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: 05671499 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: 05671501 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: 05671500 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 4 1 y06647_mmc.xml MAIN DOCUMENT DESCRIPTION X0202 4 2005-03-09 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 2005-03-09 4 S 1 3700000 27.84 D 3704827 I See Notes Common Shares 224055 I See Note Common Shares 4202279 I See Note Common Shares 69716 I See Note Common Shares 11792 I See Note Warrants 12.11 2011-11-20 Common Shares 279327 279327 I See Note Warrants 12.11 2011-11-20 Common Shares 5187154 5187154 I See Note Common Shares ("Common Shares") sold by Marsh & McLennan Risk Capital Holdings, Ltd. ("MMRCH") to AXIS Capital Holdings Limited ("AXIS") at a net price of $27.84 per Common Share. Common Shares owned of record by MMRCH, an indirect subsidiary of Marsh & McLennan Companies, Inc. ("MMC"). MMRCH has agreed that it will discuss with Trident II, L.P. ("Trident") the timing of the sale of Common Shares (including Warrants and Common Shares issuable upon exercise thereof) and coordinate if both parties decide to sell, but MMRCH and Trident each retain sole dispositive power with respect to their respective common shares. As a result of such agreement, MMC and MMRCH may be deemed to beneficially own Common Shares that are held by Trident. See Footnotes 5 and 10. MMC and MMRCH disclaim any beneficial ownership of any Common Shares (including Warrants and Common Shares issuable upon exercise thereof) held by Trident. Marsh & McLennan Employees' Securities Company, L.P. ("ESC") beneficially owns 385,858 Common Shares and Marsh & McLennan Capital Professionals Fund, L.P. ("CPF") beneficially owns 383,736 Common Shares. By virtue of holding indirect partnership interests in ESC and CPF, MMC may be deemed to have a pecuniary interest in approximately 1.09% of the Common Shares beneficially owned by ESC (4,197 Common Shares) and approximately 57.29% of the Common Shares beneficially owned by CPF (219,858 Common Shares). Trident beneficially owns 13,706,675 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., 4,202,279 Common Shares). Trident has made a 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 employees of MMC Capital and one of whom is a senior executive officer of MMC. The two single member limited liability companies that act as general partners of Trident GP each disclaim beneficial ownership of Common Shares and Warrants that are, or may be deemed to be beneficially owned by Trident. MMC, MMRCH and MMGPI each disclaim beneficial ownership of Common Shares and Warrants 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, an indirect subsidiary of MMC. Common Shares owned of record by MMC Capital, Inc. ("MMC Capital"), an indirect subsidiary of MMC. ESC beneficially owns Warrants to purchase 476,528 Common Shares and CPF beneficially owns Warrants to Purchase 473,264 Common Shares. By virtue of holding indirect partnership interests in ESC and CPF, MMC may be deemed to have a pecuniary interest in approximately 1.09% of the Warrants Shares beneficially owned by ESC (Warrants to purchase 5,194 Common Shares) and approximately 57.29% of the Common Shares beneficially owned by CPF (Warrants to purchase 271,133 Common Shares). Trident beneficially owns Warrants to purchase 16,918,312 Common Shares. MMC, by virtue of holding indirect interests (including through MMRCH and MMGPI) in Trident, may be deemed to have a pecuniary interest in approximately 30.66% of the Warrants to purchase Common Shares beneficially owned by Trident (Warrants to Purchase 5,187,154 Common Shares). Current 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/ Bart Schwartz, Deputy General Counsel 2005-03-09 Marsh & McLennan Capital Professionals Fund, L.P. By: Marsh & McLennan GP I, Inc., its sole general partner By: /s/ David Wermuth, Assistant Secretary 2005-03-09 Marsh & McLennan Employees' Securities Company, L.P. By: Marsh & McLennan GP I, Inc., its sole general partner By: /s/ David Wermuth, Assistant Secretary 2005-03-09 Marsh & McLennan GP I, Inc. By: /s/ David Wermuth, Assistant Secretary 2005-03-09 Marsh & McLennan Risk Capital Holdings, Ltd. By: /s/ David Wermuth, Secretary 2005-03-09 MMC Capital, Inc. By: /s/ David Wermuth, Principal and Legal Director 2005-03-09 -----END PRIVACY-ENHANCED MESSAGE-----