UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 7, 2005
________________________
Marsh & McLennan Companies, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-5998 36-2668272
(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
1166 Avenue of the Americas New York, NY 10036
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 345-5000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Section 1--Registrant's Business and Operations
Item 1.01. Entry Into a Material Definitive Agreement.
On April 7, 2005, a fully executed agreement (the "Agreement") among
Marsh & McLennan Companies, Inc. ("MMC"), its former chairman and chief
executive officer, Jeffrey W. Greenberg and JG Trident II, LLC ("Greenberg LLC")
was delivered to MMC. The Agreement, dated as of March 31, 2005, provides that
in connection with the proposed transfer of MMC Capital Inc.'s business to a
company to be formed by MMC Capital's senior management team (the "Proposed
Transactions"), the parties reserve the following rights:
1. The characterization of Mr. Greenberg's termination of the general
partnership interest of Greenberg LLC in Trident Capital II, L.P.
("Trident II") and Mr. Greenberg's limited partnership interest in
Trident II (collectively, the "Greenberg Partnership Interests"), as
being a "voluntary termination" or an "involuntary termination" (either
with or without "Cause") in accordance with the Trident II limited
partnership agreement shall not be determined until the
characterization of the termination of Mr. Greenberg's employment with
MMC is finally determined, either through agreement or through judicial
process.
2. Neither the conversion of Marsh & McLennan GP I, Inc. from a general to
a limited partner of Trident II nor any other aspect of the Proposed
Transactions will foreclose or otherwise prejudice the right of any
party to take any position with regard to the proper characterization
and the consequences of the termination of the Greenberg Partnership
Interests.
The foregoing summary is qualified in its entirety by reference to the
Agreement, a copy of which is filed herewith.
Section 9--Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
10.1 Agreement among Marsh & McLennan Companies, Inc., its former
chairman and chief executive officer, Jeffrey W. Greenberg and
JG Trident II, LLC dated as of March 31, 2005.
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INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
Marsh & McLennan Companies, Inc. and its subsidiaries ("MMC") and their
representatives may from time to time make verbal or written statements
(including certain statements contained in this report and other MMC
filings with the Securities and Exchange Commission and in our reports
to stockholders) relating to future results, which are forward-looking
statements as that term is defined in the Private Securities Litigation
Reform Act of 1995. Such statements may include, without limitation,
discussions concerning the matters raised in the complaint filed by the
New York Attorney General's Office stating a claim for, among other
things, fraud and violations of New York State antitrust and securities
laws, the complaint filed by the Connecticut Attorney General and
numerous other investigations being conducted by other state attorneys
general and state superintendents or commissioners of insurance,
elimination of market services agreements ("MSA"), the new business
model of Marsh Inc., the adverse consequences arising from
market-timing issues at Putnam, including fines and restitution,
revenues, expenses, earnings and cash flow, capital structure, existing
credit facilities, and access to public capital markets including
commercial paper markets, pension funding, market and industry
conditions, premium rates, financial markets, interest rates, foreign
exchange rates, claims, lawsuits and other contingencies, and matters
relating to MMC's operations and income taxes.
Such forward-looking statements are based on available current market
and industry materials, experts' reports and opinions, and long-term
trends, as well as management's expectations concerning current and
future events impacting MMC. Forward-looking statements by their very
nature involve risks and uncertainties. Factors that may cause actual
results to differ materially from those contemplated by forward-looking
statements that we make include:
o the impact of litigation and regulatory proceedings brought by
the New York Attorney General's Office, other state attorneys
general and state insurance regulators,
o the impact of class actions, derivative actions and individual
suits brought by policyholders and shareholders (including MMC
employees) asserting various claims, including claims under
U.S. securities laws, ERISA, RICO, unfair business practices
and other common law or statutory claims,
o loss of clients,
o loss of producers or key managers,
o inability to negotiate satisfactory compensation arrangements
with insurance carriers or clients,
o inability to reduce expenses to the extent necessary to achieve
desired levels of profitability,
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o inability to collect previously accrued MSA revenue,
o changes in competitive conditions,
o movements in premium rate levels,
o changes in the availability of, and the market conditions and
the premiums insurance carriers charge for, insurance products,
o mergers between client organizations,
o insurance or reinsurance company insolvencies,
o the impact of litigation and other regulatory matters stemming
from market-timing issues at Putnam,
o changes in worldwide and national equity and fixed income
markets,
o actual and relative investment performance of the Putnam mutual
funds,
o the level of sales and redemptions of Putnam mutual fund
shares,
o Putnam's ability to maintain investment management and
administrative fees at current levels,
o the ability of MMC to successfully access the public capital
markets to meet long term financing needs,
o the continued strength of MMC's relationships with its
employees and clients,
o the ability to successfully integrate acquired businesses and
realize expected synergies,
o changes in general worldwide and national economic conditions,
o the impact of terrorist attacks,
o natural catastrophes,
o changes in the value of investments made in individual
companies and investment funds,
o fluctuations in foreign currencies,
o actions of regulators and law enforcement authorities,
o changes in interest rates or the inability to access financial
markets,
o developments relating to claims, lawsuits and contingencies,
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o prospective and retrospective changes in the tax or accounting
treatment of MMC's operations, and
o the impact of tax and other legislation and regulation in the
jurisdictions in which MMC operates.
Forward-looking statements speak only as of the date on which they are
made, and MMC undertakes no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which it
is made or to reflect the occurrence of unanticipated events.
MMC is committed to providing timely and materially accurate
information to the investing public, consistent with our legal and
regulatory obligations. To that end, MMC and its operating companies
use their websites to convey meaningful information about their
businesses, including the anticipated release of quarterly financial
results and the posting of updates of assets under management at
Putnam. Monthly updates of total assets under management at Putnam
will be posted to the MMC website the first business day following the
end of each month. Putnam posts mutual fund and performance data to
its website regularly. Assets for most Putnam retail mutual funds are
posted approximately two weeks after each month-end. Mutual fund net
asset value (NAV) is posted daily. Historical performance and Lipper
rankings are also provided.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MARSH & McLENNAN COMPANIES, INC.
By: /s/ Bart Schwartz
-----------------------------
Name: Bart Schwartz
Title: Deputy General Counsel
Date: April 8, 2005
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