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) December 21, 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
On December 21, 2004, Marsh & McLennan Companies, Inc. ("MMC") received a
request for information pursuant to a formal investigation commenced by the
Securities and Exchange Commission. The request for information seeks documents
and other information concerning related-party transactions in which a director,
executive officer or 5% stockholder of MMC had a direct or indirect material
interest, including transactions with the Trident funds. MMC intends to
cooperate fully in the investigation.
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 services agreements ("MSA"), capital
structure, existing credit facilities, access to public capital markets,
including commercial paper markets, 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 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 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 successfully access the
public capital markets to
meet long term financing needs, 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 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.
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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
Date: December 22, 2004