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 25, 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 5--Corporate Governance and Management
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Effective today, October 25, 2004, Mr. Jeffrey W. Greenberg's
employment with Marsh & McLennan Companies, Inc. ("MMC") terminated and he
resigned as chairman and chief executive officer of MMC, and the Board of
Directors of MMC has named Mr. Michael G. Cherkasky as president and chief
executive officer of MMC and elected him to the Board. In addition the Board
appointed Mr. Robert F. Erburu as lead director in lieu of a chairman of
the board.
Mr. Cherkasky, who is age 54, was recently named chairman and chief
executive officer of Marsh Inc., MMC's risk and insurance services subsidiary,
after serving as chief executive officer of Marsh Kroll, MMC's risk consulting
subsidiary, since MMC's acquisition of Kroll Inc. in July 2004. Prior to the
acquisition, Mr. Cherkasky was president and chief executive officer of Kroll
since May 2001, after serving as president and chief operating officer of
Kroll's Investigations and Intelligence Group since December 1997. He was also
a director of Kroll since December 1997. Mr. Cherkasky had joined Kroll in 1994.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective October 25, 2004, the Board of Directors of Marsh & McLennan
Companies, Inc. amended the MMC By-Laws to provide that the Chairman of the
Board may, but need not necessarily, be the Chief Executive Officer, and that
the Board may be led either by a Chairman of the Board or by a new position of
Lead Director. Previously the By-Laws provided that the Chairman of the Board
must be the Chief Executive Officer. A copy of the amendment is attached as an
exhibit hereto.
Section 8--Other Events
Item 8.01. Other Events.
On October 25, 2004, Marsh & McLennan Companies, Inc. issued a press
release announcing, among other things, the management changes described above.
A copy of the press release is attached to this Report as an exhibit.
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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 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.
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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
3.1 Amendment to By-Laws adopted October 25, 2004.
99.1 Press release issued October 25, 2004.
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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 25, 2004