-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L4dsaIXEN/u9veQNGF/LZ0CSRKxQh3R1vxIiL6nyDNE+FGrE4dSjrvwHZGzlkfK6 M8vlhs5M6cJ7iTSS7rE7gw== 0001092307-03-000155.txt : 20030310 0001092307-03-000155.hdr.sgml : 20030310 20030310172232 ACCESSION NUMBER: 0001092307-03-000155 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030310 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEUTSCHE BANK AG\ CENTRAL INDEX KEY: 0000948046 IRS NUMBER: 13294498 STATE OF INCORPORATION: I8 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: TAUNUSANLAGE 12 D-60325 CITY: FRANKFURT AM MAIN GE STATE: I8 MAIL ADDRESS: STREET 1: TAUNUSANLAGE 12 D-60325 CITY: FRANKFURT AM MAIN STATE: I8 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARSH & MCLENNAN COMPANIES INC CENTRAL INDEX KEY: 0000062709 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 362668272 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35738 FILM NUMBER: 03598531 BUSINESS ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2123455000 MAIL ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: MARLENNAN CORP DATE OF NAME CHANGE: 19760505 SC 13G/A 1 marshamend.txt 13G FILING Deutsche Bank AG Taunusanlage 12, D-60325 Frankfurt am Main Federal Republic of Germany Jeffrey A. Ruiz Vice President Telephone: (212) 469-3667 March 10, 2003 Securities and Exchange Commission SEC Document Control 450 Fifth Street, N.W. Washington, DC 20549 Attn: Filing Desk Dear Sir or Madame: Re: Filing of Amendment No.1 to Schedule 13G - MARSH & MCLENNAN COMPANIES Pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, attached is one copy of Amendment No.1 to Schedule 13G with respect to the common stock of the above referenced corporation. Please acknowledge your receipt of the Schedule 13G Amendment by return e-mail confirmation. Sincerely, Jeffrey A. Ruiz Enclosures UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MARSH & MCLENNAN COMPANIES --------------------------------------- NAME OF ISSUER: Common Stock ($0.001 Par Value) --------------------------------------- TITLE OF CLASS OF SECURITIES 571748102 --------------------------------------- CUSIP NUMBER December 31, 2002 --------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ]Rule 13d-1(c) [ ]Rule 13d-1(d) * Please refer to Item 5 below for an explanation as to why this Amendment 1 is being filed. 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Deutsche Bank AG ** 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany NUMBER OF 5. SOLE VOTING POWER SHARES 5,719,687 BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 1,666,400 EACH 7. SOLE DISPOSITIVE POWER REPORTING 6,844,514 PERSON WITH 8. SHARED DISPOSITIVE POWER 592,634 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,386,087 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.36% 12. TYPE OF REPORTING PERSON HC, CO ** In accordance with Securities Exchange Act Release No. 39538 (January 12, 1998), this filing reflects the securities beneficially owned by the Private Clients and Asset Management business group ("PCAM") of Deutsche Bank AG and its subsidiaries and affiliates (collectively, "DBAG"). This filing does not reflect securities, if any, beneficially owned by any other business group of DBAG. Consistent with Rule 13d-4 under the Securities Exchange Act of 1934 ("Act"), this filing shall not be construed as an admission that PCAM is, for purposes of Section 13(d) under the Act, the beneficial owner of any securities covered by the filing. 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Deutsche Bank Trust Company Americas 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER SHARES 5,157,514 BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 19,000 EACH 7. SOLE DISPOSITIVE POWER REPORTING 5,157,514 PERSON WITH 8. SHARED DISPOSITIVE POWER 70,061 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,157,514 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.96% 12. TYPE OF REPORTING PERSON BK, CO 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Deutsche Investment Management Americas, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER SHARES 562,173 BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 1,647,400 EACH 7. SOLE DISPOSITIVE POWER REPORTING 1,687,000 PERSON WITH 8. SHARED DISPOSITIVE POWER 522,573 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,209,573 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.40% 12. TYPE OF REPORTING PERSON IA, CO Item 1(a). Name of Issuer: MARSH & MCLENNAN COMPANIES, INC. Item 1(b). Address of Issuer's Principal Executive Offices: The address of the Issuer's principal executive offices is: 1166 Avenue of the Americas New York NY 10036 Item 2(a). Name of Person Filing: This statement is filed on behalf of Deutsche Bank AG, ("Reporting Person"). Item 2(b). Address of Principal Business Office or, if none, Residence: The principal place of business of the Reporting Person is: Taunusanlage 12, D-60325 Frankfurt am Main Federal Republic of Germany Item 2(c). Citizenship: The citizenship of the Reporting Person is set forth on the cover page. Item 2(d). Title of Class of Securities: The title of the securities is common stock, $0.001 par value ("Common Stock"). Item 2(e). CUSIP Number: The CUSIP number of the Common Stock is set forth on the cover page. Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act; (b) [ x ] Bank as defined in section 3(a)(6) of the Act; - Deutsche Bank Trust Company Americas (c) [ ]Insurance Company as defined in section 3(a)(19) of the Act; (d) [ ] Investment Company registered under section 8 of the Investment Company Act of 1940; (e) [ x ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); - Deutsche Investment Management Americas, Inc. (f) [ ] An employee benefit plan, or endowment fund in accordance with Rule 13d-1 (b)(1)(ii)(F); (g) [ x ] parent holding company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G); - Deutsche Bank AG (h) [ ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; (j) [ ] Group, in accordance with Rule 13d-1 (b)(1)(ii)(J). Item 4. Ownership. (a) Amount beneficially owned: The Reporting Person owns the amount of the Common Stock as set forth on the cover page. (b) Percent of class: The Reporting Person owns the percentage of the Common Stock as set forth on the cover page. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: The Reporting Person has the sole power to vote or direct the vote of the Common Stock as set forth on the cover page. (ii) shared power to vote or to direct the vote: The Reporting Person has the shared power to vote or direct the vote of the Common Stock as set forth on the cover page. (iii) sole power to dispose or to direct the disposition of: The Reporting Person has the sole power to dispose or direct the disposition of the Common Stock as set forth on the cover page. (iv) shared power to dispose or to direct the disposition of: The Reporting Person has the shared power to dispose or direct the disposition of the Common Stock as set forth on the cover page. Item 5. Ownership of Five Percent or Less of a Class. This Amendment No. 1, which pertains to the Schedule 13G dated and filed March 5, 2003 (the "Initial Schedule 13G"), is submitted to restate certain information stated in the Initial Schedule 13G and to provide notice that the Reporting Person does not currently own 5% or greater of the outstanding registered common shares of the Issuer, Marsh & McLennan Companies, nor did the Reporting Person own a position in excess of 5% as of December 31, 2002. The Initial Schedule 13G inadvertently included certain shares of the Issuer held by Deutsche Bank Trust Company Americas in its capacity as the trustee for the Marsh & McLennan Stock Investment Plan. Consistent with the no-action position expressed by the staff of the SEC's Division of Corporation Finance in a letter dated June 24, 1991, and addressed to Merchants National Bank & Trust Company, a trustee of a company's employee benefit plan would not be deemed the beneficial owner of company shares held as trustee so long as: (i) the company shares have been allocated to the individual accounts of employee-participants, and (ii) the employee-participants have given voting or tender instructions to the trustee with respect to the company shares. Because the 28,146,683 shares held in the Marsh & McLennan Stock Investment Plan satisfy these two conditions, Deutsche Bank Trust Company Americas should not be considered the beneficial owner of such shares. As a result, the aggregate shares beneficially owned by Deutsche Bank AG, the parent holding company, as of December 31, 2002, are reduced to 7,386,087 shares, an amount less than 5%. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Subsidiary Item 3 Classification Deutsche Investment Management Investment Advisor Americas, Inc Deutsche Bank Trust Company Americas Bank Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable 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. Dated: 3/10/03 DEUTSCHE BANK AG By: /s/ Jeffrey A. Ruiz Name: Jeffrey A. Ruiz Title: Vice President By: /s/ Margaret M. Adams Name: Margaret M. Adams Title: Director SIGNATURE After reasonable 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. Dated: 3/10/03 Deutsche Bank Trust Company Americas By: /s/ James T. Byrne, Jr. Name: James T. Byrne, Jr. Title: Secretary SIGNATURE After reasonable 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. Dated: 3/10/03 Deutsche Investment Management Americas Inc. By: /s/ William G. Butterly III Name: William G. Butterly III Title: Secretary -----END PRIVACY-ENHANCED MESSAGE-----