UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) October 19, 2004
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Marsh & McLennan Companies, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-5998 36-2668272
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1166 Avenue of the Americas, New York, NY 10036
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 345-5000
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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:
|_| 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))
Section 8--Other Events
Item 8.01. Other Events.
Marsh & McLennan Companies, Inc. ("MMC") currently maintains four revolving
credit facilities aggregating $2.755 billion, in the following amounts:
$700 million which expires in June 2005, $355 million which expires in
July 2005, $1 billion which expires in June 2007 and $700 million which expires
in June 2009. These facilities support MMC's commercial paper borrowings. On
October 19, 2004, no amounts were outstanding under any of the facilities.
The matters raised by the civil complaint filed by the Attorney General of the
State of New York on October 14, 2004 and described in MMC's Current Report on
Form 8-K filed on October 15, 2004 may prohibit MMC from borrowing under the
facilities, which contain standard representations as to no material adverse
litigation and compliance with laws.
The required lenders under each of the facilities have agreed to waive the
effect of such matters until December 30, 2004. In exchange, MMC has agreed
that the facilities will be used exclusively to support commercial paper
borrowings, and that in order for MMC to borrow under the facilities, the
aggregate face amount of outstanding commercial paper cannot exceed $1.9
billion. On October 19, 2004, the aggregate face amount of outstanding
commercial paper totaled approximately $2.1 billion and MMC had cash and cash
equivalents in the parent company of approximately $375 million. MMC has also
agreed not to repurchase its stock and not to permit any of its subsidiaries
to incur debt other than under existing facilities.
MMC intends to commence discussions immediately with its lenders to amend or
replace the facilities to provide longer-term support for its commercial paper
borrowings. While MMC knows of no reason why those discussions will not achieve
that goal before December 30, 2004, there is no assurance that they will be
completed by such date.
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 revenues, expenses,
earnings, cash flow, capital structure, existing credit facilities, pension
funding, the adverse consequences arising from market-timing issues at Putnam,
including fines and restitution, the matters raised in the complaint filed by
the New York State Attorney General's Office stating a claim for, among other
things, fraud and violations of New York State antitrust and securities
laws, as well as market and industry conditions, premium rates, financial
markets, interest rates, foreign exchange rates, 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 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 any forward-looking statements
contained herein include, in the case of MMC's risk and insurance services
business, changes in competitive conditions, the impact of litigation concerning
the claims brought by the New York State Attorney General's Office, movements in
premium rate levels, the continuation of difficult conditions for the transfer
of commercial risk and other changes in the global property and casualty
insurance markets, natural catastrophes, mergers between client organizations,
and insurance or reinsurance company insolvencies. Factors to be considered in
the case of MMC's investment management business include changes in worldwide
and national equity and fixed income markets, actual and relative investment
performance, the level of sales and redemptions, and the ability to maintain
investment management and administrative fees at historic levels; and with
respect to all of MMC's activities, the ability to amend or replace MMC's
existing credit facilities to provide long term support for commercial paper
borrowings following the claims brought by the New York State Attorney General,
the ability to successfully integrate acquired businesses, changes in general
worldwide and national economic conditions, the impact of terrorist attacks,
changes in the value of investments made in individual companies and investment
funds, fluctuations in foreign currencies, actions of competitors or regulators,
changes in interest rates or in the ability to access financial markets,
developments relating to claims, lawsuits and contingencies, prospective and
retrospective changes in the tax or accounting treatment of MMC's operations,
and the impact of tax and other legislation and regulation in the jurisdictions
in which MMC operates. In addition, there are risks and uncertainties relating
to MMC's ability to integrate Kroll's business successfully and realize expected
synergies, the continued strength of Kroll's relationships with its employees,
suppliers, and customers, and the accuracy of the basis for forecasts related to
Kroll's business.
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. Investors can link to MMC and its operating company websites through
www.mmc.com.
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
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Name: Bart Schwartz
Title: Deputy General Counsel
& Corporate Secretary
Date: October 19, 2004