Kroll sale to Marsh & McLennan triggers contingent conversion feature of 1.75% notes

New York, June 21 - Kroll Inc. said its 1.75% convertible subordinated notes due 2014 will be convertible from June 23 because the company's acquisition by Marsh & McLennan Cos. Inc. has triggered the contingent conversion feature.

The notes are convertible into 28.5205 shares of Kroll stock per $1,000 principal amount. Kroll stock closed at $36.79 Monday.

Marsh & McLennan is paying $37.00 per share. As a result, holders who convert will receive $1,055 in cash per $1,000 principal amount of notes.

Holders who convert before July 1 will not receive the upcoming July 15 coupon payment. Holders who convert from July 1 to 14 will receive the payment but will be required to make an equal payment to Kroll. Holders who convert on or after July 15 will keep the interest payment.

The conversion period ends 15 calendar days after the merger is effective. Based on the expected effective date of July 8, the conversion period will end on July 23.

Kroll, a New York-based risk management firm, priced $175 million of the convertibles after the market closed on Dec. 17, 2003.

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