SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. ___________)1/
LaSalle Re Holdings Limited
(Name of Issuer)
Common Shares, par value $1.00 per share
(Title of Class of Securities)
037389103
(CUSIP Number)
Kevann M. Cooke
Corporate Secretary
Aon Corporation
123 N. Wacker Drive
Chicago, Illinois 60606
(312) 701-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 18, 1998
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box. [ ]
(Continued on following pages)
(Page 1 of 11 Pages)
- --------
1/ 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 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).
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CUSIP No. 037389103 13D Page 2 of 11 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Aon Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER 951,929
NUMBER OF 8 SHARED VOTING POWER -0-
SHARES
BENEFICIALLY 9 SOLE DISPOSITIVE POWER 951,929
OWNED BY EACH
REPORTING 10 SHARED DISPOSITIVE POWER -0-
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
951,929
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.1%
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 037389103 13D Page 3 of 11 Pages
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Item 1. Security and Issuer.
The class of equity securities to which this statement on Schedule
13D (this "Statement") relates is the Common Shares, par value $1.00 per
share (the "Common Shares") of LaSalle Re Holdings Limited, a Bermuda
corporation (the "Issuer"), with principal executive offices located at
Continental Building, 25 Church Street, Hamilton HM12, Bermuda.
Item 2. Identity and Background.
This Statement is filed by Aon Corporation, a Delaware corporation
("Aon"). Aon is a holding company whose operating subsidiaries carry on
business in two distinct segments: (i) insurance brokerage and consulting
services (including reinsurance intermediary services, benefits consulting
and commercial insurance brokerage services); and (ii) insurance
underwriting (including life, accident and health insurance products as
well as extended warranty and specialty insurance products). The address of
the corporate headquarters of Aon is 123 N. Wacker Drive, Chicago, Illinois
60606.
The Common Shares to which this Statement relates are directly
owned by the following three operating subsidiaries of Aon: Combined
Insurance Company of America, an Illinois corporation ("CICA"), Virginia
Surety Company, Inc., an Illinois corporation ("VSC"), and Aon Risk
Consultants (Bermuda) Ltd., a Bermuda company ("ARC"). As of November 18,
1998, CICA directly owned 327,265 Common Shares, VSC directly owned 327,265
Common Shares, and ARC directly owned 297,399 Common Shares.
The following table sets forth the names and positions of each
executive officer of Aon. Unless otherwise indicated below, the address of
each executive officer is 123 N. Wacker Drive, Chicago, Illinois 60606.
Name Position/Address
---- ----------------
Patrick G. Ryan Chairman, President and Chief Executive Officer
Harvey N. Medvin Executive Vice President and Chief Financial
Officer
Daniel T. Cox Executive Vice President
Raymond I. Skilling Executive Vice President and Chief Counsel
Michael A. Conway Senior Vice President and Senior Investment
Officer
Michael D. O'Halleran President and Chief Operating Officer - Aon
Group, Inc.
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CUSIP No. 037389103 13D Page 4 of 11 Pages
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The following table sets forth the names of the directors of Aon,
their principal employment and the name and address of any corporation or
other organization in which such employment is conducted.
<TABLE>
<CAPTION>
Principal Name and Address
Name Employment where Employed
---- ---------- ----------------
<S> <C> <C>
Patrick G. Ryan Chairman, President and Aon Corporation
Chief Executive Officer 123 N. Wacker Drive, 30th Floor
Chicago, Illinois 60606
Daniel T. Carroll Chairman The Carroll Group
P.O. Box 6790
Avon, Colorado 81620
Franklin A. Cole Chairman Croesus Corporation
54 West Hubbard, Room 205
Chicago, Illinois 60610
Edgar D. Jannotta Senior Director William Blair & Company,
L.L.C.
222 West Adams Street, 33rd Flr.
Chicago, Illinois 60606
Perry J. Lewis Partner Morgan Lewis Githens & Ahn
Two Greenwich Plaza
Greenwich, Connecticut 06830
Andrew J. McKenna Chairman and Schwarz Paper Company
Chief Executive Officer 8338 Austin Avenue
Morton Grove, Illinois 60053
Newton N. Minow Counsel Sidley & Austin
One First National Plaza
Suite 4800
Chicago, Illinois 60603
Richard C. Notebaert Chairman of the Board, Ameritech Corporation
President and Chief 30 South Wacker Drive
Executive Officer Suite 3800
Chicago, Illinois 60606
Donald S. Perkins Retired One First National Plaza
21 South Clark Street
Suite 2530
Chicago, Illinois 60603-2006
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CUSIP No. 037389103 13D Page 5 of 11 Pages
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<CAPTION>
Principal Name and Address
Name Employment where Employed
---- ---------- ----------------
<S> <C> <C>
John W. Rogers, Jr. President Ariel Capital Management, Inc.
307 North Michigan Avenue
Suite 500
Chicago, Illinois 60601
George A. Schaefer Chairman of the Board Caterpillar Inc.
(Retired) 100 N.E. Adams Street
Peoria, Illinois 61629-6210
Raymond I. Skilling Executive Vice President Aon Corporation
and Chief Counsel 123 North Wacker Drive
30th Floor
Chicago, Illinois 60606
Fred L. Turner Senior Chairman McDonald's Corporation
One Kroc Drive
Oak Brook, Illinois 60523
Arnold R. Weber President Civic Committee of the
Commercial Club of Chicago
One First National Plaza
21 South Clark Street, Suite 3120
Chicago, Illinois 60603-2006
Carolyn Y. Woo Dean, College of Business University of Notre Dame
204 College of Business
Administration
South Bend, Indiana 46556-0399
</TABLE>
During the last five years, neither Aon nor any of its directors
or executive officers has been convicted in any criminal proceeding.
During the last five years, neither Aon nor any of its directors
or executive officers has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding is or was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or State securities laws or finding any violation with respect to
such laws.
Each of the directors and executive officers of Aon is a citizen
of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
A portion of the Common Shares to which this Statement relates
were acquired through purchase by CICA and VSC. The balance of the Common
Shares were acquired when CICA, VSC and ARC exercised options to purchase
non-voting common shares of the Issuer's operating subsidiary, which
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CUSIP No. 037389103 13D Page 6 of 11 Pages
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non-voting shares were concurrently exchanged for Common Shares. These
transactions are explained in greater detail in Item 4 below.
Item 4. Purpose of Transaction.
CICA, VSC and ARC were among the entities which, in October of
1993, capitalized LaSalle Re Limited ("LaSalle Re"), which is the Issuer's
principal operating subsidiary. In November of 1995, CICA, VSC and ARC
agreed to exchange their interests in LaSalle Re in order to receive,
immediately prior to the completion of the Issuer's initial public
offering, Common Shares, exchangeable non-voting shares of LaSalle Re (the
"Exchangeable Shares"), and options to purchase Exchangeable Shares (the
"Options").
Prior to November 18, 1998, CICA and VSC each owned 278,250 Common
Shares, 1,221,750 Exchangeable Shares, and 68,175 Options, and ARC owned
772,650 Options. The Options are exercisable subject to the prior approval
of the Bermuda Monetary Authority. The Exchangeable Shares are
exchangeable, subject to certain conditions and approval of the Board of
Directors, into Common Shares on a one for one basis.
On November 18, 1998, CICA and VSC each exercised, on a cashless
basis, their Options and concurrently exchanged the resulting Exchangeable
Shares for Common Shares. Also on November 18, 1998, ARC exercised 413,650
of its Options, on a cashless basis, and concurrently exchanged the
resulting Exchangeable Shares for Common Shares. These exercises have
resulted in CICA, VSC and ARC directly owning 951,929 Common Shares.
Except as set forth above, Aon has no present plans or proposals
which may relate to or would result in any of the following:
(a) The acquisition by any person of additional securities of
the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or of any of its subsidiaries;
(d) Any change in the present board of directors or management
of the Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure, including but not limited to, if the Issuer is a
registered closed-end investment company, any plans or proposals to make
any changes in its investment policy for which a vote is required by
Section 13 of the Investment Company Act of 1940;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
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CUSIP No. 037389103 13D Page 7 of 11 Pages
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(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) 951,929 Common Shares of the Issuer (6.1%) are
beneficially owned by Aon.
(b) Aon has sole voting and dispositive power with
respect to all Common Shares of the Issuer
identified in Item 5(a).
(c) None.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
(1) AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (THE
"SHAREHOLDERS AGREEMENT"), DATED AS OF NOVEMBER 27, 1995,
AMONG LASALLE RE HOLDINGS LIMITED, LASALLE RE LIMITED AND
EACH OF THE SHAREHOLDERS LISTED ON SCHEDULE I THERETO
(THE "SHAREHOLDERS").
The Shareholders Agreement is an amendment and restatement of the
Shareholders Agreement dated as of November 22, 1993 that was executed in
connection with the formation and initial capitalization of LaSalle Re.
Pursuant to the Shareholders Agreement, CICA and VSC agreed to exchange
their interests in LaSalle Re for Common Shares, Exchangeable Shares, and
Options. The Shareholders Agreement imposes certain restrictions on, and
grants certain rights to, the Shareholders.
Pursuant to Section 2 of the Shareholders Agreement, no
Shareholder may transfer any Common Shares, Exchangeable Shares or Options
without the approval of the Board of Directors of the Issuer, or, as
applicable, LaSalle Re, unless such transfer is pursuant to an effective
registration statement, is exempt from the registration requirements of the
Securities Act, or is permitted under Rule 144 or Rule 144A under the
Securities Act.
Pursuant to Section 3 of the Shareholders Agreement, subject to
obtaining approvals required by Bermuda governmental authorities, the
Shareholders have the right to have their Registrable Securities registered
under the Securities Act and applicable United States Securities laws.
Registrable Securities includes Common Shares, including Common Shares
acquired as the result of the exercise of Options and the exchange of
Exchangeable Shares.
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CUSIP No. 037389103 13D Page 8 of 11 Pages
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(2) AMENDED AND RESTATED OPTION AGREEMENT (THE "OPTION
AGREEMENT"), DATED AS OF NOVEMBER 27, 1995, AMONG LASALLE
RE HOLDINGS LIMITED, LASALLE RE LIMITED, AND EACH OF THE
OPTIONHOLDERS LISTED ON SCHEDULE I THERETO (THE
"OPTIONHOLDERS").
The Option Agreement is an amendment and restatement of the Option
Agreement, dated as of November 22, 1993, executed in connection with the
formation and initial capitalization of LaSalle Re. Pursuant to the Option
Agreement, CICA, VSC and ARC agreed to exchange their options to purchase
non-voting shares of LaSalle Re for options to purchase Exchangeable
Shares.
(3) EXCESS OWNERSHIP AGREEMENT (THE "OWNERSHIP AGREEMENT"),
DATED AS OF NOVEMBER 27, 1995, AMONG LASALLE RE HOLDINGS
LIMITED, LASALLE RE LIMITED AND EACH OF THE SHAREHOLDERS
LISTED ON SCHEDULE I THERETO (THE "SHAREHOLDERS").
Pursuant to the Ownership Agreement, if any Shareholder becomes or
currently is an Excess Shareholder, the Issuer has the right to (i)
repurchase all or part of such Excess Shareholder's shares, or (ii) require
such Excess Shareholder to sell all or part of its shares of the Issuer or
exchange all or part of its shares of the Issuer for Exchangeable Shares.
An Excess Shareholder is defined as a person who owns shares of the Issuer
or LaSalle Re in excess of 9.9% of the voting power of the Issuer or
LaSalle Re.
(4) CONVERSION AGREEMENT (THE "CONVERSION AGREEMENT"), DATED
AS OF NOVEMBER 27, 1995, AMONG LASALLE RE HOLDINGS
LIMITED, LASALLE RE LIMITED AND EACH OF THE PERSONS
LISTED ON SCHEDULE I THERETO.
Pursuant to the Conversion Agreement, certain holders of
non-voting shares of LaSalle Re are given the right to exchange all or any
portion of their non-voting shares for Common Shares on a one for one
basis, unless the board of directors of the Issuer determines that such
exchange of all or any part of such non-voting shares may cause actual or
potential adverse tax consequences to the Issuer, LaSalle Re, or any
shareholder of the Issuer or LaSalle Re.
Item 7. Material to be Filed as Exhibits.
(a) Amended and Restated Shareholders Agreement,
dated as of November 27, 1995, among LaSalle Re
Holdings Limited, a company organized under the
laws of Bermuda, LaSalle Re Limited, a company
organized under the laws of Bermuda, and each of
the Shareholders listed on Schedule I thereto
(incorporated by referenced to Exhibit 10.1 to
the Issuer's Form 10-Q for the quarterly period
ended December 31, 1995, as filed with the SEC
(File No. 0-27216)).
(b) Amended and Restated Option Agreement, dated as
of November 27, 1995, among LaSalle Re Holdings
Limited, a company organized under the laws of
Bermuda, LaSalle Re Limited, a company organized
under the laws of Bermuda, and each one of the
Optionholders listed on Schedule I thereto
(incorporated by reference to Exhibit 10.2 to
the Issuer's Form 10-Q for the quarterly period
ended December 31, 1995, as filed with the SEC
(File No. 0-27216)).
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CUSIP No. 037389103 13D Page 9 of 11 Pages
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(c) Excess Ownership Agreement, dated as of November
27, 1995, among LaSalle Re Holdings Limited, a
company organized under the laws of Bermuda,
LaSalle Re Limited, a company organized under
the laws of Bermuda, and each of the
shareholders listed on Schedule I thereto
(incorporated by reference to Exhibit 10.3 to
the Issuer's Form 10-Q for the quarterly period
ended December 31, 1995, as filed with the SEC
(File No. 0-27216)).
(d) Conversion Agreement, dated as of November 27,
1995, among LaSalle Re Holdings Limited, a
company organized under the laws of Bermuda,
LaSalle Re Limited, a company organized under
the laws of Bermuda, and each of the Persons
listed on Schedule I thereto (incorporated by
reference to Exhibit 10.4 to the Issuer's Form
10- Q for the quarterly period ended December
31, 1995, as filed with the SEC (File No.
0-27216)).
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CUSIP No. 037389103 13D Page 10 of 11 Pages
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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: March 9, 1999 AON CORPORATION
By: /s/ Kevann M. Cooke
------------------------------
Kevann M. Cooke
Vice President - Corporate Secretary
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CUSIP No. 037389103 13D Page 11 of 11 Pages
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EXHIBIT INDEX
No. Page
(1) Amended and Restated Shareholders Agreement, dated as of November
27, 1995, among LaSalle Re Holdings Limited, a company organized
under the laws of Bermuda, LaSalle Re Limited, a company organized
under the laws of Bermuda, and each of the Shareholders listed on
Schedule I thereto (incorporated by reference to Exhibit 10.1 to
the Issuer's Form 10-Q for the quarterly period ended December 31,
1995, as filed with the SEC (File No. 0-27216)).
(2) Amended and Restated Option Agreement, dated as of November 27,
1995, among LaSalle Re Holdings Limited, a company organized under
the laws of Bermuda, LaSalle Re Limited, a company organized under
the laws of Bermuda, and each one of the Optionholders listed on
Schedule I thereto (incorporated by reference to Exhibit 10.2 to
the Issuer's Form 10-Q for the quarterly period ended December 31,
1995, as filed with the SEC (File No. 0-27216)).
(3) Excess Ownership Agreement, dated as of November 27, 1995, among
LaSalle Re Holdings Limited, a company organized under the laws of
Bermuda, LaSalle Re Limited, a company organized under the laws of
Bermuda, and each of the shareholders listed on Schedule I thereto
(incorporated by reference to Exhibit 10.3 to the Issuer's Form
10-Q for the quarterly period ended December 31, 1995, as filed
with the SEC (File No. 0-27216)).
(4) Conversion Agreement, dated as of November 27, 1995, among LaSalle
Re Holdings Limited, a company organized under the laws of
Bermuda, LaSalle Re Limited, a company organized under the laws of
Bermuda, and each of the Persons listed on Schedule I thereto
(incorporated by reference to Exhibit 10.4 to the Issuer's Form
10-Q for the quarterly period ended December 31, 1995, as filed
with the SEC (File No. 0-27216)).
