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 22, 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.
In a previous filing, Marsh & McLennan Companies, Inc. ("MMC") reported
that it had entered into letter agreements ("Waiver Agreements") with the banks
party to its four outstanding credit agreements (the "Credit Agreements"), to
waive until December 30, 2004 the effects of matters raised by the complaint
filed by the Attorney General of the State of New York on October 14, 2004. The
Credit Agreements and Waiver Agreements are attached to this Report as exhibits.
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, pension funding, the adverse
consequences arising from market-timing issues at Putnam, including fines and
restitution, 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 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 the 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.
Section 9--Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
10.1. Credit Agreement [5-year], dated as of June 13, 2002,
between MMC, JPMorgan Chase Bank as Administrative Agent
and the Banks listed therein.
10.2. Waiver Letter, dated October 17, 2004, to Credit
Agreement [5-year], dated as of June 13, 2002, between
MMC, JPMorgan Chase Bank as Administrative Agent and the
Banks listed therein.
10.3. Credit Agreement [5-year], dated as of June 9, 2004,
between MMC, JPMorgan Chase Bank as Administrative Agent
and the Banks listed therein.
10.4. Waiver Letter, dated October 17, 2004, to Credit
Agreement [5-year], dated as of June 9, 2004, between
MMC, JPMorgan Chase Bank as Administrative Agent and the
Banks listed therein.
10.5. Credit Agreement [364 day], dated as of June 9, 2004,
between MMC, JPMorgan Chase Bank as Administrative
Agent and the Banks listed therein.
10.6. Waiver Letter, dated October 17, 2004, to Credit
Agreement [364 day], dated as of June 9, 2004, between
MMC, JPMorgan Chase Bank as Administrative Agent and the
Banks listed therein.
10.7. Credit Agreement [364 day], dated as of July 7, 2004,
between MMC, Bank of America, N.A., as Administrative
Agent, and the Banks listed therein.
10.8. Waiver Letter, dated October 17, 2004, to Credit
Agreement [364 day], dated as of July 7, 2004, between
MMC, Bank of America, N.A., as Administrative Agent, and
the Banks listed therein.
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 22, 2004