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): April 12, 2005
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Marsh & McLennan Companies, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-5998 36-2668272
(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
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
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
|_| 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))
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Section 1--Registrant's Business and Operations
Item 1.01. Entry Into a Material Definitive Agreement.
Pursuant to a letter of understanding between Marsh & McLennan Companies, Inc.
("MMC") and its former chairman and chief executive officer, Jeffrey W.
Greenberg, dated as of November 9, 2004, MMC agreed to lease certain office
space and provide secretarial support and security to Mr. Greenberg through
April 24, 2005. On April 12, 2005, MMC agreed to extend the term of the
provision of office space through August 31, 2005. MMC also agreed to extend the
term of the provision of secretarial support and security through August 31,
2005.
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 the matters raised in
the complaint filed by the New York Attorney General's Office stating a claim
for, among other things, fraud and violations of New York State antitrust and
securities laws, the complaint filed by the Connecticut Attorney General and
numerous other investigations being conducted by other state attorneys general
and state superintendents or commissioners of insurance, elimination of market
services agreements ("MSA"), the new business model of Marsh Inc., the adverse
consequences arising from market-timing issues at Putnam, including fines and
restitution, revenues, expenses, earnings and cash flow, capital structure,
existing credit facilities, and access to public capital markets including
commercial paper markets, pension funding, market and industry conditions,
premium rates, financial markets, interest rates, foreign exchange rates,
claims, lawsuits and other 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 current and 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 forward-looking statements that we make include:
o the impact of litigation and regulatory proceedings brought by
the New York Attorney General's Office, other state attorneys
general and state insurance regulators,
o the impact of class actions, derivative actions and individual
suits brought by policyholders and shareholders (including MMC
employees) asserting
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various claims, including claims under U.S. securities laws,
ERISA, RICO, unfair business practices and other common law or
statutory claims,
o loss of clients,
o loss of producers or key managers,
o inability to negotiate satisfactory compensation arrangements
with insurance carriers or clients,
o inability to reduce expenses to the extent necessary to achieve
desired levels of profitability,
o inability to collect previously accrued MSA revenue,
o changes in competitive conditions,
o movements in premium rate levels,
o changes in the availability of, and the market conditions and the
premiums insurance carriers charge for, insurance products,
o mergers between client organizations,
o insurance or reinsurance company insolvencies,
o the impact of litigation and other regulatory matters stemming
from market-timing issues at Putnam,
o changes in worldwide and national equity and fixed income
markets,
o actual and relative investment performance of the Putnam mutual
funds,
o the level of sales and redemptions of Putnam mutual fund shares,
o Putnam's ability to maintain investment management and
administrative fees at current levels,
o the ability of MMC to successfully access the public capital
markets to meet long term financing needs,
o the continued strength of MMC's relationships with its employees
and clients,
o the ability to successfully integrate acquired businesses and
realize expected synergies,
o changes in general worldwide and national economic conditions,
o the impact of terrorist attacks,
o natural catastrophes,
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o changes in the value of investments made in individual companies
and investment funds,
o fluctuations in foreign currencies,
o actions of regulators and law enforcement authorities,
o changes in interest rates or the inability to access financial
markets,
o developments relating to claims, lawsuits and contingencies,
o prospective and retrospective changes in the tax or accounting
treatment of MMC's operations, and
o 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.
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.
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
Date: April 15, 2005
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