FORM 8-A/A
Amendment No. 4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Alexander & Alexander Services Inc.
(Exact name of registrant as specified in its charter)
Maryland 52-0969822
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1211 Avenue of the Americas, New York 10036
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Share Purchase Rights New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be
Registered.
The information previously submitted under
this Item 1 is hereby replaced in its entirety with the
following information:
On June 11, 1987, the Board of Directors of
Alexander & Alexander Services Inc. (the "Company") de-
clared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of Common Stock,
$1.00 par value (the "Common Shares") and Class C
Common Stock, $1.00 par value (the "Class C Shares"), of
the Company. The Company also issued to Montreal Trust
Company of Canada, as successor to The Canada Trust
Company, as trustee (the "Trustee") under a Trust
Agreement dated as of June 11, 1987, a number of Rights
equal to the number of Class 1 Special Shares, without par
value (the "Class 1 Shares"), of Reed Stenhouse
Companies Limited, a Canadian subsidiary of the Company,
outstanding on July 6, 1987. Under the Company's
charter, (i) the Class C Shares together with the related
Dividend Shares, 2.0p par value (the "Dividend Shares"), of
Alexander & Alexander UK, plc, formerly Alexander &
Alexander Europe plc, a United Kingdom subsidiary of the
Company, and (ii) the Class 1 Shares together with the
shares of Class A Common Stock, par value $.00001 per
share (the "Class A Shares"), of the
Company which are beneficially owned by the holders of
the Class 1 Shares, are each equivalent to the Common
Shares. With respect to the Rights, the Class D Common
Stock, $1.00 par value (the "Class D Shares"), of the
Company will be treated as if such shares were Class C
Shares, and any reference hereinafter to the Class C Shares
shall mean to include the Class D Shares. The Common
Shares, Class C Shares and Class A Shares are collectively
referred to herein as the "Voting Shares." The dividend
was paid on July 6, 1987, (the "Record Date") to the
shareholders of record on that date. As of March 22,
1990, the Board of Directors amended and restated the
terms of the Rights, and as of April 21, 1992, June 6,
1994 and July 15, 1994 the Board of Directors further
amended the terms of the Rights. The following is a
summary of the terms of the Rights, as amended.
Each Right entitles the registered holder to
purchase from the Company one one-hundredth of a share
of Series A Junior Participating Preferred Stock, $1.00 par
value (the "Junior Preferred Shares"), of the Company, at
a price of $85 per one one-hundredth of a Junior Preferred
Share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights
Agreement, dated as of June 11, 1987, amended and
restated as of March 22, 1990, and further amended as of
April 21, 1992, June 6, 1994 and July 15, 1994 (the
Rights Agreement, as so amended, the "Rights
Agreement"), between the Company and First Chicago
Trust Company of New York, formerly Morgan Shareholder
Services Trust Company, as rights agent (the "Rights
Agent").
Until the earlier to occur of (i) ten (10) days
following the date (the "Shares Acquisition Date") of a
public announcement by the Company that (except as
provided below) a person or group of affiliated or
associated persons (a "Person") has acquired, or obtained
the right to acquire, "beneficial ownership" (as defined in
the Rights Agreement) of 15% or more of the outstanding
Voting Shares (such Person, an "Acquiring Person") or (ii)
ten (10) business days (or such later date as may be
determined by action of the Board of Directors prior to such
time as any Person becomes an Acquiring Person) following
the commencement of, or announcement of an intention to
make, a tender offer or exchange offer the consummation
of which would result in any Person becoming an Acquiring
Person (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Share and Class C Share
certificates outstanding as of the Record Date, by such
Common Share or Class C Share certificates, with a copy
of this Summary of Rights attached thereto or, with respect
to the Class 1 Shares, by the Master Certificate. Not-
withstanding the foregoing, in the event that any Person
who would otherwise be an "Acquiring Person" has
become such inadvertently (including, without limitation,
because (i) such Person was unaware that it beneficially
owned 15% or more of the Voting Shares or (ii) such
Person was aware of the extent of such beneficial
ownership but such Person acquired beneficial ownership
of such Voting Shares without the intention to change or
influence the control of the Company and without actual
knowledge of the consequences of such beneficial
ownership under the Rights Agreement), as determined in
good faith by the Board of Directors, and such Person, as
promptly as practicable, divests itself of a sufficient number
of Voting Shares to bring its ownership below the 15%
threshold, such Person will not be deemed to be an
Acquiring Person. Further, notwithstanding anything to the
contrary in the Rights Agreement, the occurrence of certain
specified transactions contemplated by the Stock Purchase
and Sale Agreement, dated as of June 6, 1994, between
the Company and American International Group, Inc. will
not cause (i) any Person to become an Acquiring Person, (ii)
cause the Distribution Date or the Shares Acquisition Date
to occur; or (iii) give rise to a Section 11(a)(ii) Event (as
defined in the Rights Agreement).
The Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and
only with the underlying shares. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new
Common Share, Class C Share and Class 1 Share
certificates issued after the Record Date, upon transfer or
new issuance of such shares, will contain a notation
incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the
Rights), the surrender for transfer of any certificates for
such shares outstanding as of the Record Date, even
without such notation or a copy of this Summary of Rights
being attached thereto, will also constitute the transfer of
the Rights associated with the underlying shares
represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates
evidencing the Rights ("Rights Certificates") will be mailed
to holders of record of the Common Shares, Class C Shares
and the Trustee as of the close of business on the
Distribution Date and such separate Right Certificates alone
will evidence the Rights. Prior to the Distribution Date
Common Shares issuable upon redemption of the Class 1
Shares and upon conversion of the Class C Shares will also
represent one Right.
The Rights are not exercisable until the Dis-
tribution Date. The Rights will expire on July 6, 1997 (the
"Final Expiration Date"), unless the Final Expiration Date is
extended or unless the Rights are earlier redeemed by the
Company, in each case, as described below.
The Purchase Price payable, and the number
of Junior Preferred Shares or other securities or property
issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination
or reclassification of, the Junior Preferred Shares, (ii) upon
the grant to holders of the Junior Preferred Shares of
certain rights or warrants to subscribe for or purchase
Junior Preferred Shares at a price, or securities convertible
into Junior Preferred Shares with a conversion price, less
than the then-current market price of the Junior Preferred
Shares or (iii) upon the grant to holders of the Junior
Preferred Shares of evidences of indebtedness or assets
(excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in Junior
Preferred Shares) or of subscription rights or warrants
(other than those referred to above). The Rights are not
dilutive and will not affect reported earnings per share.
The number of outstanding Rights and the
number of one one-hundredths of a Junior Preferred Share
issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common
Shares or a stock dividend on the Common Shares payable
in Common Shares or subdivisions, consolidations or
combinations of the Common Shares occurring, in any such
case, prior to the Distribution Date.
On June 11, 1987, the Board of Directors
initially authorized and reserved 500,000 of Junior
Preferred Shares for issuance upon exercise of the Rights.
On November 18, 1993 and July 15, 1994, the Board of
Directors authorized and reserved an additional 100,000
shares and 400,000 shares, respectively, of the Junior
Preferred Shares. Junior Preferred Shares purchasable
upon exercise of the Rights will not be redeemable. Each
Junior Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $10.00 per share
but will be entitled to an aggregate dividend of 100 times
the dividend declared per Common Share. In the event of
liquidation, the holders of the Junior Preferred Shares will
be entitled to a minimum preferential liquidation payment of
$100 per share but will be entitled to an aggregate
payment of 100 times the payment made per Common
Share. Each Junior Preferred Share will have 100 votes,
voting together with the Common Shares. Finally, in the
event of any merger, consolidation or other transaction in
which Common Shares are exchanged, each Junior
Preferred Share will be entitled to receive 100 times the
amount received per Common Share. These rights are
protected by customary antidilution provisions.
Because of the nature of the Junior Preferred
Shares' dividend, liquidation and voting rights, the value of
the one one-hundredth interest in a Junior Preferred Share
purchasable upon exercise of each right should approximate
the value of one Common Share.
In the event that the Company is acquired in
a merger or other business combination transaction or 50%
or more of its consolidated assets, earning power, or cash
flow are sold, proper provision will be made so that each
holder of a Right will thereafter have the right to receive,
upon the exercise thereof at the then-current exercise price
of the Right, that number of shares of common stock of the
acquiring company (or the Company, as the case may be)
which at the time of such transaction will have a market
value (determined as provided in the Rights Agreement) of
two times the exercise price of the Right.
In the event that any Person becomes an
Acquiring Person, proper provision shall be made so that
each holder of a Right, other than Rights beneficially owned
by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive upon exercise that
number of one-hundredths of a Junior Preferred Share (or,
under certain circumstances, other equity securities, debt
securities, cash, a reduction in the Purchase Price, and/or
other property, or a combination of the foregoing) having a
value (determined as provided in the Rights Agreement) of
two times the exercise price of the Right.
At any time after any Person becomes an
Acquiring Person and prior to the acquisition by such
Person of 5O% or more of the outstanding Voting Shares,
the Board of Directors of the Company may exchange the
Rights (other than Rights beneficially owned by such Person
which have become void), in whole or in part, at an
exchange ratio of one one-hundredth of a Junior Preferred
Share per Right (subject to adjustment).
With certain exceptions, no adjustment in the
Purchase Price will be required until cumulative adjustments
require an adjustment of at least 1% in such Purchase
Price. No fractional Junior Preferred Shares will be issued
(other than fractions which are integral multiples of one
one-hundredth of a Junior Preferred Share, which may, at
the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be
made based on the market price of the Junior Preferred
Shares on the last trading day prior to the date of exercise.
At any time prior to any Person becoming an
Acquiring Person, the Board of Directors of the Company
may redeem the Rights in whole, but not in part, at a price
of $.01 per Right (the "Redemption Price"). Immediately
upon the action of the Board of Directors ordering
redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
The terms of the Rights may be amended by
the Board of Directors of the Company in any respect
without the consent of the holders of the Rights prior to
there being an Acquiring Person. Thereafter, the Board of
Directors of the Company may amend the terms of the
Rights without the consent of the holders of the Rights,
including an amendment to extend the Final Expiration
Date, except that no such amendment may adversely affect
the interests of the holders of the Rights.
The Rights have certain anti-takeover effects.
The Rights may cause substantial dilution to a person that
attempts to acquire the Company on terms not approved by
the Board of Directors of the Company. The Rights should
not interfere with any merger or other business combination
approved by the Board of Directors prior to the Shares
Acquisition Date, since until such time the Rights may be
redeemed by the Company at a redemption price of $.01
per Right.
Until a Right is exercised, the holder thereof,
as such, will have no rights as a shareholder of the
Company, including, without limitation, the right to vote or
to receive dividends.
A copy of the Rights Agreement, as amended
and restated as of March 22, 1990, has been filed with the
Securities and Exchange Commission (the "SEC") as an
Exhibit to an Amendment on Form 8 to an Application for
Registration on Form 8-A, dated March 28, 1990. A copy
of the amendment dated as of April 21, 1992 has been
filed with the SEC as an Exhibit to an Amendment on Form
8 to an Application for Registration on Form 8-A, dated
April 23, 1992. The Amendments dated as of June
6, 1994 and July 15, 1994, has been filed with the SEC as
Exhibits to Form 8A/A, dated July 15, 1994. A copy of
the Rights Agreement is available free of charge from the
Company. This summary description of the Rights does not
purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is hereby
incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 12 of
the Securities Exchange Act of 1934, the registrant has
duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
ALEXANDER & ALEXANDER SERVICES INC.
Date: July 15, 1994 By: /s/ Ronald J. Roessler
Ronald J. Roessler
Senior Vice President
and General Counsel
ht:Z:FORM8A\RIGHTAM4<PAGE>
Exhibit Index
Exhibit No. Description Page
1 Amendment No. 2 to Rights
Agreement, effective as of June 6,
1994, between Alexander & Alexander
Services Inc. and First Chicago Trust
Company of New York, as Rights Agent. 10
2 Amendment No. 3 to Rights Agreement,
dated as of July 15, 1994, between
Alexander & Alexander Services Inc.
and First Chicago Trust Company of New
York, as Rights Agent. 14
<PAGE>
Exhibit 1
Amendment Number 2 to Rights Agreement
The Rights Agreement dated as of June 11,
1987, between Alexander & Alexander Services Inc. (the
"Company") and First Chicago Trust Company of New
York, as amended and restated as of March 22, 1990, as
amended April 21, 1992 (the "Rights Agreement"), is
hereby amended, effective as of June 6, 1994, as follows.
All capitalized terms used herein without definition shall
have the meanings assigned to such terms in the Rights
Agreement.
A. Notwithstanding anything to the
contrary in the Rights Agreement, none of the following
events shall (a) cause any person to become an Acquiring
Person, (b) cause the Distribution Date or the Shares
Acquisition Date to occur, or (c) give rise to a
Section 11(a)(ii) Event:
1. The acquisition of 8% Series B Cumulative
Convertible Preferred Stock ("Series B Preferred Stock")
pursuant to the terms of a Stock Purchase and Sale
Agreement dated June 6, 1994 between the Company and
American International Group, Inc. ("AIG") (the "Purchase
Agreement").
2. The acquisition of Class D Common Stock
("Class D Stock") of the Company upon conversion of the
Series B Preferred Stock in accordance with the terms of
the Series B Preferred Stock.
3. The acquisition of Common Stock in exchange
for Class D Stock in accordance with the terms of the
Class D Stock.
4. The acquisition of Common Stock upon
conversion of the Series B Preferred Stock in accordance
with the terms of the Series B Preferred Stock.
5. The acquisition by AIG or its Affiliates of any
securities of the Company and the acquisition of any such
securities by any transferee thereof, to the extent that such
acquisition occurs at or after the time that (i) the Company
shall consent or agree to the acquisition of, or the
commencement of a tender offer for, or the Board of
Directors of the Company shall recommend or, within 10
business days after the commencement of the tender offer,
not recommend that shareholders reject, a tender offer for,
"beneficial ownership" (as defined in Rule 13d-3 under the
Exchange Act) by any "person" or "group" (within the
meaning of Sections 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended ("the Exchange Act")),
of securities of the Company entitled to vote generally in
the election of directors, or securities convertible into or
exchangeable for such securities (collectively, "Designated
Securities"), representing, when added to the Designated
Securities already owned by such person or group,
thirty-five percent (35%) or more of such Designated
Securities; (ii) the Company shall amend, modify or
supplement, or waive the benefit of, this Agreement, as
amended to date, so as to permit any acquisition of
beneficial ownership of thirty-five percent (35%) or more of
the Designated Securities without causing such person or
group to become an Acquiring Person or without causing
the Distribution Date or the Shares Acquisition Date to
occur or without giving rise to a Section 11(a)(ii) Event;
(iii) the Company shall take any action under Section 3-
603(c) of the Maryland General Corporation Law to exempt
any transaction between the Company and any of its
subsidiaries, on the one hand, and any such person or
group, or any affiliates of any person or group, on the other
hand, who (A) acquire, own or hold beneficial ownership of
Designated Securities representing thirty-five percent (35%)
or more of such Designated Securities from the provisions
of Title 3, Subtitle 6 of the Maryland General Corporation
Law or (B) acquire, own or hold beneficial ownership of
Designated Securities representing ten percent (10%) or
more of such Designated Securities unless such other
person or group, or any affiliate of such person or group,
enters into a standstill agreement with the Company
limiting the acquisition of Designated Securities by such
other person or group, or any affiliates of such person or
group, to less than 35% of the Designated Securities and
such standstill agreement remains in full force and effect;
(iv) the Company shall issue, sell or transfer, in one or a
series of related transactions, Designated Securities to any
person or group if after giving effect thereto said person or
group shall have, or shall have the then contractual right to
acquire through conversion, exercise of warrants or
otherwise, more than thirty-five percent (35%) of the
combined voting power to vote generally in the election of
directors of the Company; or (v) the Company shall agree
to merge or consolidate with or into any person, firm,
corporation or other legal entity or shall agree to sell all or
substantially all its assets to any person, firm, corporation
or other legal entity other than (i) a merger or consolidation
of one subsidiary of the Company into another or the
Company, or (ii) a merger or consolidation in which the
securities of the Company outstanding before the merger or
consolidation are not affected and in which the Company
issues equity securities having an aggregate market value
of less than 20% of the total market value of the
Company's equity securities outstanding prior to such
merger or consolidation.
B. Shares of Class D Stock will be treated
under the Rights Agreement as if they were Class C
Shares. Without limiting the generality of the foregoing,
Rights shall be issued in respect of all shares of Class D
Stock that are issuable upon conversion of the Series B
Preferred Stock, prior to the earliest of the Distribution
Date, the Redemption Date or the Final Expiration Date, as
contemplated by Section 3 of the Rights Agreement,
provided that, at the option of any holder of Class D Stock,
any securities issued upon exercise of such Rights shall be
voting only to the extent that the Class D Stock is voting.
This Amendment may be executed in two or
more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and
the same instrument. In all respects not inconsistent with
the terms and provisions of this amendment, the Rights
Agreement is hereby ratified, adopted, approved and
confirmed.
IN WITNESS WHEREOF, the parties have caused
this Amendment to be duly executed and their respective
corporate seals to be hereunto affixed and attested.
ATTEST: ALEXANDER & ALEXANDER
SERVICES INC.
/s/ Andrea L. Schuman By: /s/ R. Alan Kershaw
Andrea L. Schuman R. Alan Kershaw
Attorney Vice President and Treasurer
ATTEST: FIRST CHICAGO TRUST
COMPANY OF NEW YORK
/s/ Michael J. Kane By: /s/ Joanne Gorostiola
Michael J. Kane Joanne Gorostiola
Customer Service Officer Assistant Vice-President
<PAGE>
Exhibit 2
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
AMENDMENT, dated as of July 15, 1994, to the
Rights Agreement, dated as of June 11, 1987, as amended
and restated as of March 22, 1990, as amended April 21,
1992, as amended July 15, 1994 (the "Rights
Agreement"), between Alexander & Alexander Services
Inc., a Maryland corporation (the "Company") and First
Chicago Trust Company of New York, a New York
corporation (the "Rights Agent").
Pursuant to Section 27 of the Rights Agreement,
the Company and the Rights Agent may from time to time
supplement or amend the Rights Agreement in accordance
with the provisions of Section 27 thereof. All acts and
things necessary to make this Amendment a valid
agreement, enforceable according to its terms, have been
done and performed, and the execution and delivery of this
Amendment by the Company and the Rights Agent have
been in all respects duly authorized by the Company and
the Rights Agent.
In consideration of the foregoing and the mutual
agreements set forth herein, the parties hereto agree as
follows:
1. The definition of "Acquiring Person" in
Section 1(b) of the Rights Agreement is hereby amended by
replacing the amount "10%" in each place where it appears
with the amount "15%".
2. Section 3(a) of the Rights Agreement is
hereby amended by replacing the amount "10%" where it
appears with the amount "15%".
3. This Amendment shall be governed by and
construed in accordance with the laws of the State of
Maryland and for all purposes shall be governed by and
construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely
within such State.
4. This Amendment may be executed in any
number of counterparts, each of which shall be an original,
but such counterparts shall together constitute one and the
same instrument. Terms not defined herein shall, unless
the context otherwise requires, have the meanings assigned
to such terms in the Rights Agreement.
5. In all respects not inconsistent with the
terms and provisions of this Amendment, the Rights
Agreement is hereby ratified, adopted, approved and
confirmed. In executing and delivering this Amendment,
the Rights Agent shall be entitled to all the privileges and
immunities afforded to the Rights Agent under the terms
and conditions of the Rights Agreement.
6. If any term, provision, covenant or
restriction of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment, and of the
Rights Agreement, shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed and attested,
all as of the date and year first above written.
Attest: ALEXANDER & ALEXANDER
SERVICES INC.
By: /s/ Andrea L. Schuman By: /s/ R. Alan Kershaw
Andrea L. Schuman R. Alan Kershaw
Attorney Vice President and Treasurer
Attest: FIRST CHICAGO TRUST COMPANY
OF
NEW YORK
By: /s/ Michael J. Kane By: /s/ Joanne Gorostiola
Michael J. Kane Joanne Gorostiola
Customer Service Officer Assistant Vice-President<PAGE>
Alexander & Alexander Services Inc.
1211 Avenue of the Americas
New York, NY 10036
Telephone 212 840-8500
FAX 212 444-4696
VIA EDGAR
July 15, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Report on Form 8-A/A, Amendment No. 4
Preferred Share Purchase Rights
Gentlemen:
Enclosed for filing please find one conformed copy of Report on Form 8-A/A,
Amendment No. 4 for Alexander & Alexander Services Inc. (the "Company").
This filing amends the Company's Form 8-A registering its Preferred Share
Purchase Rights (the "Rights").
Sincerely,
/s/ Donna Somma
Donna Somma
Assistant Vice President
& Securities Counsel
DS/ht
Enc.
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