United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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|X| Soliciting Material Under Rule 14a-12
Marsh & McLennan Companies, Inc.
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(Name of Registrant as Specified In Its Charter)
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Attached hereto is a letter to employees from Michael A. Petrullo, senior vice
president and chief administrative officer of Marsh & McLennan Companies, Inc.
("MMC") relating to a proposal to be considered by stockholders of MMC at the
2005 Annual Meeting of Stockholders to be held on May 19, 2005 (the "2005 Annual
Meeting"). The proposal concerns amendments to certain employee stock benefit
plans that would permit MMC to make an offer to its employee optionholders
(other than it's most senior executive officers) to tender certain outstanding
stock options in exchange for stock options to purchase a lesser number of
shares of MMC common stock.
MMC has not commenced the exchange offer referred to in this communication. When
the exchange offer is commenced, MMC will provide eligible optionholders with
written materials explaining the terms and conditions and timing of the exchange
offer. The tender offer materials and the proxy statement for the 2005 Annual
Meeting will contain important information for optionholders and stockholders,
respectively, and should be read carefully by them prior to tendering or voting.
The proxy statement has been filed by MMC with the Securities and Exchange
Commission. The tender offer materials will be filed by MMC with the Securities
and Exchange Commission. These written materials and other documents may be
obtained free of charge from the Securities and Exchange Commission's website at
www.sec.gov.
MMC stockholders may obtain a written copy of the proxy statement and eligible
MMC optionholders may obtain free of charge a written copy of the tender offer
statement, when available, by contacting MMC Corporate Development at (212)
345-5475.
Attachment:
(1) Letter to Employees from Michael A. Petrullo, senior vice president and
chief administrative officer of MMC.
Attachment (1)
Michael A. Petrullo
[GRAPHIC OMITTED]
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036
212 345 1436 Fax 212 345 1978
Michael.Petrullo@MMC.com
www.mmc.com
April 13, 2005
To All MMC Optionholders:
On March 1, 2005, MMC announced its proposal to offer a stock option exchange
program for certain outstanding options held by active employees. The proposal
is described in detail in the 2005 MMC Proxy Statement. In short, options that
are 25% or more "underwater" will be eligible for exchange. Pending shareholder
approval at the 2005 Annual Meeting, which is being held on May 19, we
anticipate communicating the specifics of the offer to those active employees
holding eligible options within a few days of the meeting. Holders of eligible
options will receive specific information on the exchange process, the exchange
timeframe, the tax implications of the exchange, the options eligible for the
exchange and the exchange ratios. If your options do not qualify for the
exchange, you will not receive this information. In any case, no action is
required on your part at this time.
The intent of the proposed exchange is to ensure that outstanding stock options
serve as motivation and retention tools to employees whom the Company and its
shareholders rely upon to move the Company forward. We believe a stock option
exchange program to replace eligible options on a value-for-value basis is in
the interests of optionholders, shareholders and our Company.
To recap, some key points about the stock option exchange proposal are as
follows:
o MMC's most senior executive officers are excluded from the
exchange program.
o Only stock options underwater by 25% or more would be eligible for
the exchange program. (For example, options with an exercise price
of $46.14 will be eligible for exchange if the market price of MMC
stock is $34.605 or less at the selected date.)
o Exchange ratios would be set with the intention that optionholders
receive new stock options that have a value that is equal to 90%
of the value of the exchanged stock options.
o The exercise price of new options will be equal to the fair market
value of MMC common stock at the time of the exchange.
[GRAPHIC OMITTED]
Page 2
April 13, 2005
Thank you for your continuing contributions to our Company's success.
Michael A. Petrullo
Senior Vice President & Chief Administrative Officer
Marsh & McLennan Companies, Inc.
MMC has not commenced the exchange offer referred to in this communication. When
the exchange offer is commenced, MMC will provide eligible optionholders with
written materials explaining the terms and conditions and timing of the exchange
offer. The tender offer materials and the proxy statement for the 2005 Annual
Meeting will contain important information for optionholders and stockholders,
respectively, and should be read carefully by them prior to tendering or voting.
The proxy statement has been filed by MMC with the Securities and Exchange
Commission. The tender offer materials will be filed by MMC with the Securities
and Exchange Commission. These written materials and other documents may be
obtained free of charge from the Securities and Exchange Commission's website at
www.sec.gov.
MMC stockholders may obtain a written copy of the proxy statement and eligible
MMC optionholders may obtain free of charge a written copy of the tender offer
statement, when available, by contacting MMC Corporate Development at (212)
345-5475.