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) November 18, 2004
----------------------------------------------
Marsh & McLennan Companies, Inc.
-----------------------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 1-5998 36-2668272
------------------------------- ----------------------------- ---------------------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
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
--------------------------------------------
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 5--Corporate Governance and Management
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Effective today, November 18, 2004, five members of the Board of Directors of
Marsh & McLennan Companies, Inc. ("MMC"), who are also executives of the
company, have stepped down from their positions on the Board. Those leaving the
Board include Mathis Cabiallavetta, vice chairman, MMC; Peter Coster, president,
Mercer Inc.; Charles A. Davis, vice chairman, MMC and chairman and chief
executive officer, MMC Capital, Inc.; Ray J. Groves, senior advisor, Marsh Inc.;
and A.J.C. Smith, chairman, Putnam Investments and former chairman, MMC.
Section 8--Other Events
Item 8.01. Other Events.
Marsh & McLennan Companies, Inc. issued a press release announcing the changes
to the Board composition described above and that the Board of Directors decided
to defer its decision with respect to the company's dividend for the first
quarter of 2005, pending completion of its review of Marsh Inc.'s business model
and ongoing regulatory matters. A copy of the press release is attached to this
Report as an exhibit.
Section 9--Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press release issued November 18, 2004.
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, elimination of market service agreements ("MSA"), capital
structure, existing credit facilities, access to commercial paper markets,
pension funding, the adverse consequences arising from market-timing issues at
Putnam, including fines and
2
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 and other matters concerning
the claims brought by the New York State Attorney General's Office and state
insurance regulators, loss of clients, inability to collect previously accrued
MSA revenue, movements in premium rate levels, the 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 continued strength of MMC's relationships with its employees and clients,
the ability to successfully integrate acquired businesses and realize expected
synergies, 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.
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. Please refer to Marsh & McLennan Companies'
2003 Annual Report on Form 10-K for "Information Concerning Forward-Looking
Statements," its reports on Form 8-K, and quarterly reports on Form 10-Q.
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
3
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.
4
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: November 18, 2004