8-KMaterial AgreementsExhibits & Filings

MARSH & MCLENNAN COMPANIES, INC. 8-K Report, Material Agreement (Apr 8, 2005)

Filed April 8, 2005For Securities:MRSHMMC

Summary

Marsh & McLennan Companies, Inc. (MMC) filed an 8-K on April 7, 2005, reporting a material definitive agreement dated March 31, 2005, with its former chairman and CEO, Jeffrey W. Greenberg, and JG Trident II, LLC. This agreement pertains to the proposed transfer of MMC Capital Inc.'s business and reserves the parties' rights regarding the characterization of Mr. Greenberg's termination of his partnership interests in Trident II. The determination of whether this termination is voluntary or involuntary (with or without cause) is deferred until the characterization of his employment termination with MMC is finalized through agreement or legal process. This filing indicates ongoing complexities and potential disputes related to the departure of a key executive and related business restructuring. The report also includes extensive forward-looking statements that highlight the significant risks and uncertainties facing MMC. These include the impact of ongoing investigations and litigation from various attorneys general and insurance regulators concerning market timing issues and alleged fraud, potential class actions, loss of clients and key personnel, and challenges in expense management and revenue collection. Investors should be aware of the substantial legal and operational risks the company is managing.

Key Highlights

  • 1Marsh & McLennan Companies (MMC) entered into a material definitive agreement with former CEO Jeffrey W. Greenberg and JG Trident II, LLC.
  • 2The agreement addresses the pending transfer of MMC Capital Inc.'s business.
  • 3The characterization of Mr. Greenberg's termination of his partnership interests in Trident II is deferred pending the final determination of his employment termination status.
  • 4The agreement ensures that neither party's rights are prejudiced by the proposed transactions or the conversion of Marsh & McLennan GP I, Inc.
  • 5The filing includes extensive cautionary statements regarding significant litigation and regulatory risks, including investigations by state attorneys general and potential class actions.
  • 6The company acknowledges ongoing risks related to market timing issues at Putnam and the potential financial impact thereof.
  • 7MMC provided an update on its commitment to transparent communication, including posting monthly assets under management for Putnam on its website.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report a material definitive agreement between Marsh & McLennan Companies (MMC), its former CEO Jeffrey W. Greenberg, and JG Trident II, LLC. This agreement relates to the proposed transfer of MMC Capital Inc.'s business and reserves the rights of the parties concerning the characterization of Mr. Greenberg's termination of partnership interests.

The filing indicates that the nature of Mr. Greenberg's termination of his partnership interests (voluntary or involuntary, with or without cause) remains undetermined. This determination is contingent on the final resolution of the characterization of his employment termination with MMC, which could be through agreement or legal proceedings.

MMC highlights substantial risks, including the ongoing impact of litigation and regulatory proceedings from various state attorneys general and insurance regulators, potential class actions, loss of clients and key personnel, challenges in managing expenses and collecting revenue, and the financial consequences of market-timing issues at its subsidiary, Putnam.

The agreement specifically pertains to the proposed transfer of MMC Capital Inc.'s business. It ensures that the rights of all parties involved are preserved and that the proposed transactions, including the conversion of Marsh & McLennan GP I, Inc., do not negatively impact their positions regarding the characterization and consequences of the termination of the Greenberg Partnership Interests.