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 15, 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 1--Registrant's Business and Operations
Section 2--Financial Information
Item 1.01. Entry into a Material Definitive Agreement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On December 15, 2004, Marsh & McLennan Companies, Inc. ("MMC") entered into
definitive documentation with respect to a new $1.3 billion term loan facility
(the "Term Loan Facility") and the amendment of $1.7 billion of existing
revolving facilities (the "Revolving Facilities" and together with the Term Loan
Facility, the "Facilities"). The Term Loan Facility replaced MMC's existing $700
million and $355 million revolving credit facilities.
The Term Loan Facility will mature on December 31, 2006, $1 billion of the
amended Revolving Facilities will mature on June 13, 2007 and $700 million of
the amended Revolving Facilities will mature on June 9, 2009.
The Facilities are unconditionally guaranteed by Marsh Inc., Putnam Investments
Trust and Mercer Inc. The Facilities require additional subsidiary guarantees to
be provided if certain guaranty coverage levels are not satisfied.
The covenants contained in the Facilities include a maximum leverage ratio and a
minimum fixed charge coverage ratio. The Term Loan Facility also requires
mandatory prepayments from the net proceeds of specified asset sales and debt
issuances.
Citigroup Global Markets Inc., as global coordinator, along with Banc of America
Securities LLC and Deutsche Bank AG New York Branch, were joint lead arrangers
for the Facilities. Citibank, N.A., is Administrative Agent and Bank of America,
N.A., and Deutsche Bank AG New York Branch are Syndication Agents for the Term
Loan Facility. JPMorgan Chase Bank, N.A., is Administrative Agent and Citibank,
N.A., is Syndication Agent for the Revolving Facilities. MMC has a number of
other commercial relationships with the lenders under the Facilities.
The foregoing summary is qualified in its entirety by reference to the
agreements for the Facilities, copies of which are filed herewith or
incorporated by reference herein.
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Section 9--Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
10.1 The Credit Agreement [2 Year Term Loan] dated as of December 15, 2004
among the Marsh & McLennan Companies, Inc. ("MMC"), Citibank, N.A, as
Administrative Agent, and the banks listed therein.
10.2 Amendment No. 1 dated as of December 15, 2004 to the Credit Agreement
[5 Year] dated as of June 9, 2004 among MMC, and JPMorgan Chase Bank, as
Administrative Agent, and the banks listed therein.
10.3 Amendment No. 1 dated as of December 15, 2004 to the Credit Agreement
[5 Year] dated as of June 13, 2002 among MMC, and JPMorgan Chase Bank, as
Administrative Agent, and the banks listed therein.
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
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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 succesfully
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 15, 2004