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
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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