UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
AON Corp.
(Name of Issuer)
Common Stock (See Item 2(d))
(Title of Class of Securities)
037389103
(CUSIP Number)
Check the following box if a fee is being paid with this
statement ____. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7).
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
Cusip 037389103 Page 2 of 8
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brinson Partners, Inc.
36-3664388
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a
b
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5
SOLE VOTING POWER
- -0-0
6
SHARED VOTING POWER
7,641,630 shares
7
SOLE DISPOSITIVE POWER
- -0-
8
SHARED DISPOSITIVE POWER
7,641,630 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,641,630 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1%
12
TYPE OF REPORTING PERSON*
CO IA
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Cusip 037389103 Page 3 of 8
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brinson Trust Company
36-3718331
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a
b
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5
SOLE VOTING POWER
- -0-
6
SHARED VOTING POWER
1,565,345 shares
7
SOLE DISPOSITIVE POWER
- -0-
8
SHARED DISPOSITIVE POWER
1,565,345 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,565,345 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4%
12
TYPE OF REPORTING PERSON*
BK
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Cusip 037389103 Page 4 of 8
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brinson Holdings, Inc.
36-3670610
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a
b
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5
SOLE VOTING POWER
- -0-
6
SHARED VOTING POWER
7,641,630 shares
7
SOLE DISPOSITIVE POWER
- -0-
8
SHARED DISPOSITIVE POWER
7,641,630 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,641,630 shares(see item 4 hereof).
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1%
12
TYPE OF REPORTING PERSON*
CO HC
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Cusip 037389103 Page 5 of 8
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SBC Holding (USA), Inc.
13-3506524
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a
b
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5
SOLE VOTING POWER
- -0-
6
SHARED VOTING POWER
7,781,547 shares
7
SOLE DISPOSITIVE POWER
- -0-
8
SHARED DISPOSITIVE POWER
7,781,547 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,781,547 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.2%
12
TYPE OF REPORTING PERSON*
CO HC
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Cusip 037389103 Page 6 of 8
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Swiss Bank Corporation
13-5424347
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a
b
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Swiss banking corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5
SOLE VOTING POWER
- -0-
6
SHARED VOTING POWER
7,781,547 shares
7
SOLE DISPOSITIVE POWER
- -0-
8
SHARED DISPOSITIVE POWER
7,781,547 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,781,547 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.2
12
TYPE OF REPORTING PERSON*
CO HC
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Cusip 037389103 Page 7 of 8
Item 1(a) Name of Issuer:
AON Corporation (the "Company")
Item 1(b) Address of Issuer's Principal Executive Offices:
123 N. Wacker Drive
Chicago, IL 60606
Item 2(a) Name of Person Filing:
Brinson Partners, Inc.("BPI") is filing this statement on
behalf of itself, Brinson Trust Company ("BTC"), Brinson
Holdings, Inc. ("BHI"), SBC Holding (USA), Inc. ("SBCUSA")
and Swiss Bank Corporation ("SBC"). BTC is a wholly-owned
subsidiary of BPI. BPI is a wholly-owned subsidiary of BHI.
BHI is a wholly-owned subsidiary of SBCUSA. SBCUSA is a
wholly-owned subsidiary of SBC. Exhibit I hereto contains
the agreement of each of the parties hereto to file this
joint disclosure statement on Schedule 13G.
Item 2(b) Address of Principal Business:
Each of BPI, BTC and BHI's principal business office is
located at:
209 South LaSalle, Chicago, Illinois 60604-1295
SBCUSA's principal business office is located at:
222 Broadway, New York, NY 10038
SBC's principal business office is located at:
Aeschenplatz 6 CH-4002
Basel, Switzerland
Item 2(c) Citizenship:
BPI is a Delaware corporation.
BHI is a Delaware corporation.
BTC is an Illinois corporation.
SBCUSA is a Delaware corporation.
SBC is a Swiss banking corporation.
Item 2(d) Title of Class of Securities:
Common Stock (the "Common Stock") (assumes conversion of
52,100 shares of Series B convertible preferred stock of the
Issuer)
Item 2(e) CUSIP Number:
037389103
Item 3 Type of Person Filing:
BPI is an Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940. BTC is a bank in
accordance with section 240.13d-1(b)(1)(ii)(B). BHI is a
Parent Holding Company in accordance with section 240.13d-
1(b)(1)(ii)(G) of the Exchange Act. SBCUSA is a Parent
Holding Company in accordance with section 240.13d-
1(b)(1)(ii)(G) of the Exchange Act. SBC is a Parent Holding
Company in accordance with section 240.13d-1(b)(1)(ii)(G) of
the Exchange Act.
Item 4 Ownership:
See Items 5-11 of the cover pages hereto. By virtue of their
corporate relationships described in Item 2 of this Schedule
13G, SBC, SBCUSA, BHI and BPI may be deemed to beneficially
own and have the power to dispose and vote or direct the
disposition or voting of the common stock held by BTC and
BPI.
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable
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:
See item 3 above
<PAGE>
Cusip 037389103 Page 8 of 8
Item 8 Identification and Classification of Member 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 in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purposes 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.
Date: February 12, 1997
Brinson Partners, Inc.
Brinson Trust Company
Brinson Holdings, Inc.
By:/s/ Mark F. Kemper
Mark F. Kemper
Assistant Secretary of the above Companies
SBC Holding (USA), Inc.
By: /s/Mario Cueni By:/s/ Mike Daly
Mario Cueni Mike Daly
Secretary Treasurer
Swiss Bank Corporation
By: /s/ Martin Weber By:/s/ Mario Cueni
Martin Weber Mario Cueni
Legal Adviser Managing Director
Legal Adviser
<PAGE>
EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(f)(1) of the Securities and Exchange
Commission, each of the parties hereto agrees that the
statement on Schedule 13G (including all amendments thereto)
with respect to the Common Stock of AON CORPORATION to which
this agreement is attached is filed by and on behalf of each
such party and that any amendment thereto will be filed on
behalf of each such party.
Date: February 12, 1997
Brinson Partners, Inc.
Brinson Trust Company
Brinson Holdings, Inc.
By:/s/ Mark F. Kemper
Mark F. Kemper
Assistant Secretary of the above Companies
SBC Holding (USA), Inc.
By: /s/Mario Cueni By:/s/ Mike Daly
Mario Cueni Mike Daly
Secretary Treasurer
Swiss Bank Corporation
By: /s/ Martin Weber By:/s/ Mario Cueni
Martin Weber Mario Cueni
Legal Adviser Managing Director
Legal Adviser
<PAGE>
DELEGATION OF AUTHORITY
I, Samuel W. Anderson, as Vice President and Secretary of
Brinson Holdings, Inc., Brinson Partners, Inc., and Brinson
Trust Company (collectively the "Companies"), hereby delegate
to Mark F. Kemper, as Assistant Secretary to the Companies,
all necessary power and authority to execute, on behalf of the
Companies, the following regulatory filings which the
Companies may from time to time be obligated to file:
Securities and Exchange Commission Forms 13F, 13G, 13D, 3, 4,
and 5; Department of the Treasury International Capital Form
S, and any other forms required in connection therewith.
Effective February 15, 1993
/s/ Samuel W. Anderson
Samuel W. Anderson
Vice President and Secretary
