8-KMaterial Agreements

MARSH & MCLENNAN COMPANIES, INC. 8-K Report, Material Agreement (Apr 15, 2005)

Filed April 15, 2005For Securities:MRSHMMC

Summary

Marsh & McLennan Companies, Inc. (MMC) filed an 8-K on April 15, 2005, reporting an amendment to a material definitive agreement. Specifically, the company extended an agreement with its former chairman and chief executive officer, Jeffrey W. Greenberg, to provide him with office space, secretarial support, and security. Originally set to expire on April 24, 2005, these services will now continue through August 31, 2005. The filing also contains extensive forward-looking statements, a standard inclusion for companies facing significant litigation and regulatory scrutiny. MMC highlights numerous risks and uncertainties, including the impact of ongoing investigations by the New York Attorney General and other state authorities, potential class-action lawsuits, market-timing issues at Putnam, and general economic and market conditions. Investors should be aware that the company is navigating a complex legal and regulatory environment, which could materially affect future financial performance.

Key Highlights

  • 1Extension of agreement to provide office space, secretarial support, and security to former CEO Jeffrey W. Greenberg until August 31, 2005.
  • 2Original agreement for these services was set to expire on April 24, 2005.
  • 3The filing includes a comprehensive list of forward-looking statements and risk factors.
  • 4Significant emphasis on the potential impact of litigation and regulatory proceedings from various state attorneys general and insurance regulators.
  • 5Mentions ongoing market-timing issues at Putnam and their potential adverse consequences, including fines and restitution.
  • 6Acknowledges the possibility of loss of clients, producers, or key managers.
  • 7Reinforces the company's commitment to providing timely and materially accurate information to investors.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report an amendment to a material definitive agreement, specifically extending services provided to former CEO Jeffrey W. Greenberg. It also serves to provide investors with extensive disclosures regarding the company's forward-looking statements and the significant risks and uncertainties it faces, particularly from litigation and regulatory investigations.

The filing indicates that this extension is an amendment to an existing letter of understanding dated November 9, 2004. While the specific reasons for the extension are not detailed, it's presented as a continuation of previously agreed-upon support, including office space, secretarial services, and security.

The company flags numerous risks, prominently featuring the impact of litigation and regulatory proceedings from entities like the New York Attorney General's office and other state authorities. Other significant risks include potential class-action lawsuits, market-timing issues at Putnam, client and personnel loss, inability to manage expenses, and various market and economic conditions.

The filing states that MMC uses its websites to convey meaningful information about its businesses, including anticipated release of quarterly financial results, updates of assets under management at Putnam (posted monthly and daily for NAV), and historical performance data for Putnam mutual funds.