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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO-C
(RULE 14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
Marsh & McLennan Companies, Inc.
(Name of Subject Company)
Marsh & McLennan Companies, Inc.
(Names of Filing Persons - Offeror)
Options to Purchase Common Stock, par value $1.00 per share
(Title of Class of Securities)
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Peter J. Beshar
Senior Vice President, General Counsel and Secretary
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036-2774
(212) 345-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
Richard D. Truesdell, Jr.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
CALCULATION OF FILING FEE*
Transaction valuation Amount of filing fee
- -------------------------------------- -----------------------------------------
*No filing fee is required because this filing contains only preliminary
communications made before the commencement of a tender offer.
|_| Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: ___________________ Filing Party: ___________________
Form or Registration No.: ___________________ Date Filed: ___________________
|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|_| third-party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|
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This schedule and attached exhibit relate to a proposal to be considered by
stockholders of Marsh & McLennan Companies, Inc. ("MMC") at the 2005 Annual
Meeting of Stockholders to be held on May 19, 2005 (the "2005 Annual Meeting").
The proposal concerns amendments to certain employee stock benefit plans that
would permit MMC to make an offer to its employee optionholders (other than it's
most senior executive officers) to tender certain outstanding stock options in
exchange for stock options to purchase a lesser number of shares of MMC common
stock.
MMC has not commenced the exchange offer referred to in this communication. When
the exchange offer is commenced, MMC will provide eligible optionholders with
written materials explaining the terms and conditions and timing of the exchange
offer. The tender offer materials and the proxy statement for the 2005 Annual
Meeting will contain important information for optionholders and stockholders,
respectively, and should be read carefully by them prior to tendering or voting.
The proxy statement has been filed by MMC with the Securities and Exchange
Commission. The tender offer materials will be filed by MMC with the Securities
and Exchange Commission. These written materials and other documents may be
obtained free of charge from the Securities and Exchange Commission's website at
www.sec.gov.
MMC stockholders may obtain a written copy of the proxy statement and eligible
MMC optionholders may obtain free of charge a written copy of the tender offer
statement, when available, by contacting MMC Corporate Development at (212)
345-5475.
Item 12. Exhibit.
99.1 Letter to Employees from Michael A. Petrullo, senior vice president
and chief administrative officer of Marsh & McLennan Companies, Inc.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
/s/ Bart Schwartz
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(Signature)
Bart Schwartz, Deputy General Counsel
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(Name & Title)
April 13, 2005
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(Date)
INDEX TO EXHIBITS
99.1 Letter to Employees (filed herewith).
Exhibit 99.1
Michael A. Petrullo
[GRAPHIC OMITTED]
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036
212 345 1436 Fax 212 345 1978
Michael.Petrullo@MMC.com
www.mmc.com
April 13, 2005
To All MMC Optionholders:
On March 1, 2005, MMC announced its proposal to offer a stock option exchange
program for certain outstanding options held by active employees. The proposal
is described in detail in the 2005 MMC Proxy Statement. In short, options that
are 25% or more "underwater" will be eligible for exchange. Pending shareholder
approval at the 2005 Annual Meeting, which is being held on May 19, we
anticipate communicating the specifics of the offer to those active employees
holding eligible options within a few days of the meeting. Holders of eligible
options will receive specific information on the exchange process, the exchange
timeframe, the tax implications of the exchange, the options eligible for the
exchange and the exchange ratios. If your options do not qualify for the
exchange, you will not receive this information. In any case, no action is
required on your part at this time.
The intent of the proposed exchange is to ensure that outstanding stock options
serve as motivation and retention tools to employees whom the Company and its
shareholders rely upon to move the Company forward. We believe a stock option
exchange program to replace eligible options on a value-for-value basis is in
the interests of optionholders, shareholders and our Company.
To recap, some key points about the stock option exchange proposal are as
follows:
o MMC's most senior executive officers are excluded from the
exchange program.
o Only stock options underwater by 25% or more would be eligible for
the exchange program. (For example, options with an exercise price
of $46.14 will be eligible for exchange if the market price of MMC
stock is $34.605 or less at the selected date.)
o Exchange ratios would be set with the intention that optionholders
receive new stock options that have a value that is equal to 90%
of the value of the exchanged stock options.
o The exercise price of new options will be equal to the fair market
value of MMC common stock at the time of the exchange.
[GRAPHIC OMITTED]
Page 2
April 13, 2005
Thank you for your continuing contributions to our Company's success.
Michael A. Petrullo
Senior Vice President & Chief Administrative Officer
Marsh & McLennan Companies, Inc.
MMC has not commenced the exchange offer referred to in this communication. When
the exchange offer is commenced, MMC will provide eligible optionholders with
written materials explaining the terms and conditions and timing of the exchange
offer. The tender offer materials and the proxy statement for the 2005 Annual
Meeting will contain important information for optionholders and stockholders,
respectively, and should be read carefully by them prior to tendering or voting.
The proxy statement has been filed by MMC with the Securities and Exchange
Commission. The tender offer materials will be filed by MMC with the Securities
and Exchange Commission. These written materials and other documents may be
obtained free of charge from the Securities and Exchange Commission's website at
www.sec.gov.
MMC stockholders may obtain a written copy of the proxy statement and eligible
MMC optionholders may obtain free of charge a written copy of the tender offer
statement, when available, by contacting MMC Corporate Development at (212)
345-5475.