<PAGE>
As filed with the Securities and Exchange Commission on June 30, 1995.
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALEXANDER & ALEXANDER SERVICES INC.
(Exact name of registrant as specified in its charter)
MARYLAND 52-0969822
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1185 Avenue of the Americas, New York, New York 10036
(Address of Principal Executive Offices) (Zip Code)
ALEXANDER & ALEXANDER SERVICES INC.
EMPLOYEE DISCOUNT STOCK PURCHASE PLAN
(Full title of the plan)
ALBERT A. SKWIERTZ, JR., ESQ.
Vice President and General Counsel
Alexander & Alexander Services Inc.
1185 Avenue of the Americas
New York, New York 10036
(212) 840-8500
(Name, address, telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities to Amount Maximum Maximum Amount of
Be Registered: to be Offering Price Aggregate Registration
Common Stock Registered: Per Share (2): Offering Price: Fee:
($1.00 Par Value)(1) 750,000 shs. $23.00 $17,250,000 $5,950.00
(1) Includes the preferred share purchase rights associated with the Common
Stock.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h). The proposed maximum offering price per share is
based upon the average of the high and low prices for the stock on the
New York Stock Exchange on June 27, 1995.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
The information required by Part I is included in
documents that will be sent or given to participants in the Alexander &
Alexander Services Inc. Employee Discount Stock Purchase Plan, (the
"Purchase Plan") pursuant to Rule 428(b)(1). Such documents are not
being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.
PART II. INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
Incorporated by reference in this Registration Statement
are the following documents heretofore filed by Alexander & Alexander
Services Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as
amended (the "Securities Act") and the Securities Exchange Act of 1934,
as amended (the "Exchange Act"):
(a) The Company's latest annual report filed
pursuant to Sections 13(a) or 15(d) of the
Exchange Act;
(b) All other reports filed pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
since the end of the last fiscal year for which
financial statements were included in the report
referred to in (a) above; and
(c) The description of the Company's Common
Stock, $1.00 par value and the description of the
Rights to Purchase Series A Junior Participating
Preferred Stock, $1.00 par value, each contained
in a registration statement filed under the
Exchange Act, and any amendment or report
filed for the purpose of updating such
description.
All documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.
Item 4. Description of Securities.
Not Applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Albert A. Skwiertz, Jr., Esq., whose opinion with respect
to the validity of the securities being registered is an exhibit to this
Registration Statement, is Vice President and General Counsel of the
Company. Mr. Skwiertz is eligible to be a participant in the Purchase
Plan. Mr. Skwiertz owns no shares directly or indirectly of the Company's
Common Stock and holds options for 28,500 shares of Common Stock. In
addition, 1,342 shares of Common Stock are attributed to Mr. Skwiertz's
account under the Thrift Plan.
Item 6. Indemnification of Directors and Officers.
Section 2-418 of the Maryland General Corporation Law
establishes provisions whereby a Maryland corporation may indemnify any
director or officer made party to an action or proceeding by reason of
service in that capacity, against judgments, penalties, fines, settlements and
reasonable expenses incurred in connection with such action or proceeding
unless it is proved that the director or officer (i) acted in bad faith or with
active and deliberate dishonesty; (ii) actually received an improper personal
benefit in money, property or services; or (iii) in the case of a criminal
proceeding had reasonable cause to believe that his act was unlawful.
However, if the proceeding is a derivative suit in favor of the corporation,
indemnification may not be made if the individual is adjudged to be liable
to the corporation. In no case may indemnification be made until a
determination has been reached that the director or officer has met the
applicable standard of conduct. Indemnification for reasonable expenses is
mandatory if the director or officer has been successful on the merits or
otherwise in the defense of any action or proceeding covered by the
indemnification statute. The statute also provides for indemnification of
directors and officers by court order. The indemnification provided or
authorized in the indemnification statute does not preclude a corporation
from extending other rights (indemnification or otherwise) to directors and
officers.
The Company's Bylaws provide for indemnification of
any person who is serving or has served as a director or officer of the
Company, against all liabilities and expenses incurred in connection with
any action, suit or proceeding arising out of such service to the full extent
permitted under Maryland law.
The Company currently maintains policies of insurance
under which the Company and the directors and officers of the Company
are insured, within the limits of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, to which directors and officers of the Company are parties by
reason of being or having been such directors or officers.
Item 7. Exemption from Registration Claimed.
Not Applicable.
<PAGE>
Item 8. Exhibits.
Exhibit
Number Exhibit Title
4.1 Amended and Restated Articles of
Incorporation of the Company
(incorporated herein by reference to the
Company's Annual Report on Form 10-
K for the year ended December 31,
1991).
4.2 Articles of Amendment, dated July 15,
1994, to the Articles of Incorporation
of the Company (incorporated herein
by reference to the Company's Report
on Form 10-Q for the quarter ended
June 30, 1994).
4.3 Articles Supplementary of the
Company, dated March 18, 1993
relating to the $3.625 Series A
Convertible Preferred Stock
(incorporated herein by reference to the
Company's Annual Report on Form 10-
K for the year ended December 31,
1992).
4.4 Articles Supplementary of the
Company, dated July 15, 1994 relating
to the 8% Series B Cumulative
Convertible Preferred Stock
(incorporated herein by reference to the
Company's Report on Form 10-Q for
the quarter ended June 30, 1994).
4.5 Articles Supplementary of the
Company, dated July 15, 1994 relating
to the Series A Junior Participating
Preferred Stock (incorporated herein by
reference to the Company's Report on
Form 10-Q for the quarter ended June
30, 1994).
4.6 Amended and Restated Bylaws of the
Company, dated as of January 14, 1994
(incorporated herein by reference to the
Company's Annual Report on Form
10-K for the year ended December 31,
1993).
4.7 Amendment No. 1 to By-Laws of the
Company, dated March 21, 1995
(incorporated herein by reference to the
Company's Annual Report on
Form 10-K for the year ended
December 31, 1994).
<PAGE>
4.8 Rights Agreement dated as of June 11,
1987, amended and restated as of
March 27, 1990, between the Company
and First Chicago Trust Company of
New York, formerly Morgan
Shareholder Services Trust Company,
as Rights Agent (incorporated herein by
reference to the Company's
Registration Statement on Form 8 filed
with the Commission on June 19, 1987,
as amended by Amendment No. 1 on
Form 8 filed on March 28, 1990.
Amendment No. 2 on Form 8-A filed
on April 23, 1992, Amendment No. 3
on Form 8-A/A filed on December 1,
1993 and Amendment No. 4 on Form
8-A/A filed on July 15, 1994).
4.9 Form of Trust Agreement dated as of
June 11, 1987, amended and restated as
of March 28, 1990, between the
Company and Montreal Trust Company
of Canada, as successor to The Canada
Trust Company (incorporated herein by
reference to Registration Statement on
Form 8-A filed with the Commission
on June 19, 1987 as amended by
Amendment No. 1 on Form 8 filed on
March 28, 1990).
4.10 Alexander & Alexander Services Inc.
Employee Discount Stock Purchase
Plan, effective as of May 18, 1995.
5.1 Opinion of Albert A. Skwiertz, Jr.,
Esq., Vice President and General
Counsel of the Company, as to the
legality of the securities registered
hereunder.
23.1 Independent Auditors' Consent.
23.2 Consent of Albert A. Skwiertz, Jr.,
Esq., Vice President and General
Counsel of the Company (incorporated
by reference to Exhibit 5.1).
24.1 Power of Attorney is included in the
Signature Page contained in Part II of
this Registration Statement.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) That, for the purpose of determining any
liability under the Securities Act of 1933, each post-effective amendment
<PAGE>
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(2) To remove from registration by means
of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York,
on the 30th day of June, 1995.
ALEXANDER &
ALEXANDER SERVICES
INC.
By: /s/ Frank G. Zarb
Frank G. Zarb, Chairman
of the Board, Chief
Executive Officer,
President and
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Frank G.
Zarb and Albert A. Skwiertz, Jr., and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including pre-effective and
post-effective amendments) to this registration statement, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them acting singly, full power
and authority to do and perform each and every act and thing necessary and
requisite to be done, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them may lawfully do or cause to be
done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Frank G. Zarb Chairman of the Board, June 30, 1995
Frank G. Zarb Chief Executive Officer,
President and Director
(Principal Executive Officer)
/s/ Edward F. Kosnik Director, Executive Vice June 30, 1995
Edward F. Kosnik President and Chief Financial
Officer (Principal Financial
Officer)
/s/ Richard P. Sneeder, Jr. Controller (Principal June 30, 1995
Richard P. Sneeder, Jr. Accounting Officer)
[SIGNATURES CONTINUED]<PAGE>
[SIGNATURES CONTINUED]
/s/ Robert E. Boni Director June 30, 1995
Robert E. Boni
/s/ W. Peter Cooke Director June 30, 1995
W. Peter Cooke
Director
E. Gerald Corrigan
/s/ Joseph L. Dionne Director June 30, 1995
Joseph L. Dionne
/s/ Gerald R. Ford Director June 30, 1995
Gerald R. Ford
Director
Peter C. Godsoe
/s/ Angus M.M. Grossart Director June 30, 1995
Angus M.M. Grossart
/s/ Maurice H. Hartigan II Director June 30, 1995
Maurice H. Hartigan II
/s/ James Bickford Hurlock Director June 30, 1995
James Bickford Hurlock
/s/ Ronald A. Iles Director June 30, 1995
Ronald A. Iles
Director
Vincent R. McLean
/s/ James D. Robinson III Director June 30, 1995
James D. Robinson III
<PAGE>
EXHIBIT INDEX
Page Number in
Regulation S-K Sequentially
Numbered
Exhibit Number Description of Document Copy
Exhibit 4.10 Alexander & Alexander Services Inc.
Employee Discount Stock Purchase Plan,
effective as of May 18, 1995
Exhibit 5.1 Opinion of Albert A. Skwiertz, Jr., Esq.,
Vice President and General Counsel of the
Company, as to the legality of the securities
to be registered
Exhibit 23.1 Independent Auditors' Consent
Exhibit 23.2 Consent of Albert A. Skwiertz, Jr., Esq.
(included in Exhibit 5.1)
ht:Z:WP:FORMS8:/EDSPPLAN
EXHIBIT 4.10
THE ALEXANDER & ALEXANDER SERVICES
INC.
EMPLOYEE DISCOUNT STOCK PURCHASE
PLAN
ARTICLE I
PURPOSE
This Employee Discount Stock Purchase Plan is intended to
encourage employees of Alexander & Alexander Services Inc.
("A&A") and its subsidiaries (collectively, together with A&A, the
"Company") to remain in the employ of the Company and to
participate in its growth by permitting them to purchase shares of
A&A's common stock at a price that is less than fair market value
on the date of purchase. Such purchases shall be made from funds
accumulated through payroll deductions within a period of not more
than 27 months from the Commencement Date of any Offering
under this Plan. This Plan is intended to qualify as a "Employee
Stock Purchase Plan" within the meaning of Section 423 of the
Code.
ARTICLE II
DEFINITIONS
Section 2.1 The following words and phrases shall have the
meanings indicated for purposes of the Plan, unless the context
clearly indicates otherwise:
(a)Account. The account established for each
Participant.
(b)Board. The Board of Directors of A&A.
(c)Code. The Internal Revenue Code of 1986, as
amended, and as it may be amended from time to
time.
(d)Committee. The Committee appointed from time
to time to administer the Plan. Unless otherwise
specified by the Board or any relevant subcommittee
thereof, the Committee shall be the Company's
U.S. Employee Benefits Committee.
(e)Commencement Date. The date as of which an
Offering shall commence, as determined pursuant to
the Plan and specified in each Offering.
(f)Employee. Any salaried employee of the Company
whose customary employment is (i) 20 hours per
week or more, or (ii) at least five months in any
calendar year.
(g)Expiration Date. The last day of any Offering
period, as determined pursuant to the Plan and as
specified in each Offering, which date shall occur
not later than 27 months from the Commencement
Date of any Offering. The Expiration Date shall be
the last day on which payroll deductions made
during the Offering period may be withdrawn; if not
withdrawn on or prior to the Expiration Date, all
such payroll deductions shall be applied to the
purchase of Stock pursuant to the terms of the
Offering.
(h)Hardship. For purposes of this Plan, each of the
following circumstances shall be deemed to be a
hardship: (1) medical expenses previously incurred
by the Participant or any dependents of the
Participant or any other member of the
Participant's family, or necessary for the
Participant or such dependent or family member,
(ii) the purchase (including mortgage payments) of
a principal residence for the Participant, (iii)
payment of tuition and related educational fees for
the next 12 months' education for the Participant or
the Participant's spouse, children or dependents,
(iv) the need to prevent the eviction of the
Participant from his or her principal residence or
foreclosure on the mortgage of the Participant's
principal residence, (v) payment of funeral and
other expenses incurred in connection with the death
of any member of the Participant's family, or (vi)
any other circumstance of immediate and heavy
financial need identified as such in revenue rulings,
notices or other documents of the Internal Revenue
Service of general applicability. The Committee's
determination of the existence of an Participant's
Hardship shall be final and binding on the
Participant.
(i)Minimum Holding Period. The period of time
Shares purchased under the Plan will be held in
custody in a Participant's Account, as specified in
the terms and conditions of each Offering.
(j)Offering. Any offering made in accordance with
the terms and conditions of the Plan permitting
Participants to purchase Stock under the Plan.
(k)Option. The right of an eligible Employee to
purchase Stock by participating in an Offering.
(l)Optionee or Participant. An Employee who
exercises his or her Option by authorizing payroll
deductions pursuant to Section 6.3 hereof.
(m)Plan. The A&A Services Inc. Employee
Discount Stock Purchase Plan, as herein set forth,
and as amended from time to time.
(n)Purchase Price. The price per Share at which
Stock may be purchased under the Plan, which
shall not be less than 85% of the fair market value
of a Share on either the Commencement Date or
the Expiration Date.
(o)Shares or Stock. Shares of the common stock,
par value $1.00 per share, of A&A.
(p)Subsidiaries. Any entity described in Section
424(f) of the Code.
Section 2.2 The masculine gender shall include the
feminine, and the singular shall include the plural, where
appropriate.
ARTICLE III
ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Committee, which
shall have full power and authority to: (a) interpret and
administer the Plan and any instrument or agreement entered into
under the Plan; (b) establish such rules and regulations and
appoint such agents as it shall deem appropriate for the proper
administration of the Plan; (c) determine the terms of each
Offering and Options granted pursuant thereto, including
establishing the Purchase Price for each Offering; and (d) make
any other determination and take any other action that the
Committee deems necessary or desirable for administration of the
Plan. Decisions of the Committee shall be final, conclusive and
binding upon all persons, including the Company, any Participant
or Optionee and any other employee of the Company. A majority
of the members of the Committee may determine its actions and
fix the time and place of its meetings.
ARTICLE IV
EMPLOYEES ELIGIBLE TO PURCHASE STOCK
All Employees shall be eligible to purchase Stock under the
Plan except for any Employee who, immediately after the granting
of an Option, would own (or be deemed to own under the rules of
Section 423(b)(3) of the Code) any class of Company stock
possessing five percent (5%) or more of the total combined voting
power or value of all classes of stock of the Company or any of its
Subsidiaries. If the effect of the granting of an Option to an
Employee is such that his total stock ownership (as determined
under Section 423(b)(3) of the Code) equals or exceeds such five
percent (5%) limitation, such Option shall be entirely void as if it
had never been granted.
ARTICLE V
STOCK
The maximum number of Shares which may be purchased
under the Plan is 750,000 Shares, subject, however, to adjustment
as hereinafter provided. At any time after the effective date of the
Plan, if there is a change in the number of Shares outstanding,
whether as a result of a stock dividend, a split-up of Shares, merger,
consolidation, recapitalization or similar corporate transaction, then,
effective with the record date for such change, the Board shall
appropriately adjust the maximum number of Shares which
thereafter may be purchased under the Plan.
ARTICLE VI
OFFERINGS; GRANTING OF OPTIONS;
AUTHORIZATION OF PAYROLL
DEDUCTIONS BY PARTICIPANTS
Section 6.1 Offerings may be made from time to time to all
Employees. Every eligible Employee on the Commencement Date
of any Offering shall be deemed to have been granted an Option
pursuant to the terms of that Offering.
Section 6.2 Unless otherwise specified by the Committee,
there shall be two Offerings under the Plan during each calendar
year. Unless otherwise specified by the Committee prior to the
Commencement Date for any Offering, the Commencement Dates
and Expiration Dates, respectively, of each Offering shall (a)
January 1 and June 30 and (b) July 1 and December 31.
Section 6.3 Each Employee shall become a Participant
pursuant to the terms of an Offering by filing an election to
participate in that Offering in the form of a payroll deduction
authorization (in the manner prescribed by the Committee) within
such time as may be specified in such Offering. The election shall
specify the amount of each payroll deduction which the Employee
wishes to apply to the purchase of Stock in the Offering, which shall
not be less than $10 per payroll period nor greater than $1,000 per
payroll period (subject to the limitations contained in Section 7(b)
of the Plan). Payroll deductions shall (a) commence with the first
regular payroll period coinciding with or ending on the
Commencement Date of the Offering, or at such other time as may
be specified in such Offering, and (b) shall end on the earlier of the
last regular payroll period coinciding with or ending before the
Expiration Date or, if earlier, upon the termination of a
Participant's employment with the Company.
ARTICLE VII
TERMS AND CONDITIONS OF OFFERINGS AND
OPTIONS
Section 7 Except as provided in subparagraph (b) of
this Section 7, all Participants shall have the same rights and
privileges, as specified below:
(a)Purchase Price: Each Offering shall state the
Purchase Price per share at which Stock may be
purchased thereunder. In determining the Purchase
Price, the fair market value per share of Stock shall
be the closing price reported on the New York Stock
Exchange Composite Tape for the date on which such
value is being determined, provided, however, that if
any such date is not a stock trading date, then the
closing price on the next trade date shall be used. In
no event, however, shall the Purchase Price per share
for any Offering be less than the par value per share
of Stock.
(b)Accrual Limitation: Notwithstanding any other
provision of the Plan, no Option shall be granted to
any Employee which would permit such Employee to
purchase Stock pursuant to all unexpired offerings
under all existing employee stock purchase plans, as
defined in Section 423 of the Code, accruing at a rate
which exceeds at any time twenty-five thousand
dollars ($25,000) of the fair market value of the
Stock (determined at the time such Option is granted)
during any calendar year in which such Option is
outstanding. For purposes of this subparagraph (b):
(i) an Option accrues when the Option (or any
portion thereof) first becomes exercisable
during any calendar year;
(ii) an Option accrues at the rate provided in
the applicable Offering, but in no case may
such rate for any Employee exceed
twenty-five thousand dollars ($25,000) of
the fair market value of the Stock
determined at the time the Option is granted
for any one calendar year;
(iii) an Option that has accrued under any one
Offering may not be carried over by a
Participant to any other Offering; and
(iv) only rights to purchase Stock that have been
granted under an employee stock purchase
plan which complies with Section 423 of the
Code shall be taken into account for
purposes of this subparagraph (b).
(c)Nontransferability of Options: An Option shall not
be transferable by the Employee or Participant to
whom it has been granted otherwise than by will or
the laws of descent and distribution and shall be
exercisable, during his lifetime, only by him.
However, in the discretion of the Committee, the
terms of any Offering may prohibit transfer under any
circumstances and provide for cancellation of the
unexercised portion of any Option upon the death of
a Participant.
(d)Purchases: Purchases of Shares by any Participant
pursuant to an Offering shall be made with funds
accumulated in his Account through payroll
deductions from such Participant's salary or as
otherwise permitted by the Committee, under rules of
uniform application over the time period specified in
such Offering.
(e)Other Provisions: Each Offering shall contain such
other provisions as the Committee shall deem
advisable, including restrictions on resale of Stock
purchased through an Offering, provided that no such
provisions may in any way conflict, or be
inconsistent, with the terms of the Plan as amended
from time to time.
(f)Requirements of Law: The issuance of any Stock
hereunder is conditioned upon registration of the
Stock to be issued under applicable federal and state
securities laws and its listing on any applicable stock
exchange. In no event shall any Stock be issued
hereunder prior to the effective date of any such
registration or listing application.
(g)Issuance of Shares: The shares of Stock purchased
by each Participant shall be considered to be issued
and outstanding to his credit as of the close of
business on the Expiration Date for any Offering.
Shares purchased by each Participant during an
Offering shall be credited to that individual's
Account no later than the day after the Expiration
Date of that Offering.
(h)Account Balances: No interest shall accrue at any
time for any amount credited to the Account of a
Participant. After the close of each Offering, a report
will be sent to each Participant stating the entries
made to his Account, the number of Shares purchased
and the applicable Purchase Price.
(i)Minimum Holding Period: A Participant will
possess all the rights and privileges of a stockholder
with respect to all of the Shares held in his or her
Account under the Plan, including the right to vote
such Shares, and will receive all dividends,
distributions and stockholder communications with
respect to such Shares. However, Shares shall
remain in the Account until the expiration of the
Minimum Holding Period with respect to such
Shares, as determined by the Committee at or prior
to the Commencement Date of the Offering.
ARTICLE VIII
WITHDRAWALS FROM PARTICIPANT ACCOUNTS
Section 8.1 Except for any officer of the Company who is
subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934, as amended (an "Executive
Officer"), Participants may cease participation in an Offering at any
time prior to the Expiration Date and withdraw all cash amounts in
their Account. Such withdrawal shall serve to cancel the
Participant's Option and the Participant shall thereupon cease his or
her participation in such Offering. Partial cash withdrawals shall
not be permitted. Cash withdrawal requests shall be made in such
form and under such conditions as may be specified from time to
time by the Committee. Executive Officers may not make cash
withdrawals for so long as they remain Executive Officers.
Section 8.2 A Participant may request, once in each
calendar year, delivery of a stock certificate representing all or any
portion of the Shares (in a whole number of Shares) held in his or
her Account for at least the Minimum Holding Period. Unless
otherwise specified by the Committee at or prior to the
Commencement Date of any Offering, the Minimum Holding Period
with respect to Shares purchased under such Offering shall be one
year from the Expiration Date of that Offering,. A Participant shall
not be permitted to pledge, transfer or sell Shares held in his or her
Account until they are issued in certificate form after expiration of
the Minimum Holding Period. Withdrawals of Shares prior to the
end of the Minimum Holding Period will be permitted only for the
purpose of Hardship, demonstrated to the reasonable satisfaction of
the Committee.
Section 8.3 Upon termination of a Participant's
employment with the Company for any reason, whether voluntary
or involuntary, his or her participation in the Plan shall immediately
terminate. As soon thereafter as practicable, the Participant shall
receive the following: (a) cash in an amount equal to the balance in
his or her Account as of the date of the termination of employment,
(b) a stock certificate for all whole Shares held in the Account for
at least the Minimum Holding Period and (c) the cash equivalent of
any fractional Share in the Account. Any Shares held for less than
the Minimum Holding Period shall remain in the Account for the
remainder of any such holding period(s) and certificates for such
Shares shall be issued to the former Participant only at the
conclusion of the Minimum Holding Period applicable to such
Shares.
ARTICLE IX
RECAPITALIZATION OR REORGANIZATION AND
STOCK DIVIDENDS
Section 9.1 If the Company shall be the surviving
corporation in any merger, consolidation, or reorganization, each
outstanding Option shall pertain to and apply to the securities to
which a holder of a number of shares subject to the Option would
have been entitled. In the event of a dissolution or liquidation of the
Company, or any merger, consolidation or reorganization in which
the Company is not the surviving corporation, the Committee, at its
election, may cause each outstanding Option to terminate, provided,
however, that each Optionee shall, in such event, subject to such
rules and limitations of uniform application as the Committee may
prescribe, be entitled to the rights of terminating Participants
provided in Section 8.
Section 9.2 The aggregate number of Shares which may be
purchased by the exercise of outstanding Options and the Purchase
Price per share covered by each such outstanding Option and the
number of Shares held in a Participant's Account, shall be
proportionately adjusted for any increase or decrease in the number
of issued Shares resulting from a subdivision or consolidation of
Shares or other capital adjustment, or the payment of a stock
dividend or other increase or decrease in such Shares effected
without the receipt of consideration by the Company.
Section 9.3 The grant of an Option under the Plan shall not
affect in any way the Company's right or power to make
adjustments, reclassifications, reorganizations, or changes of its
capital or business or to merge, consolidate, dissolve, liquidate, sell
or transfer all or any part of its business or assets.
<PAGE>
ARTICLE X
AMENDMENT OF THE PLAN
The Board may suspend or terminate the Plan, reconstitute
the Plan in whole or in part, or amend or revise the Plan in any
respect whatsoever except that (a) no amendment shall cause any
Option to fail to qualify as an option under an "employee stock
purchase plan" as defined in Section 423 of the Code, (b) without
approval of the stockholders, no amendment shall increase the
number of Shares which may be sold under the Plan or make any
change in the Employees or class of Employees eligible to
participate in the Plan, and (c) without the approval of an Optionee,
no change shall be made in the terms of any outstanding Option
adverse to the interest of the Optionee.
ARTICLE XI
MISCELLANEOUS
Section 11.1The Board may approve or adopt discount
stock purchase plans under the Plan for employees of Subsidiaries
as required to meet the provisions of the tax or securities laws or
other applicable laws, rules or regulations in the jurisdictions in
which any Subsidiary operates. Any shares of Stock issued under
any such Subsidiary plans shall be deemed to have been issued
under the Plan. The Board, in its sole discretion, may delegate its
authority under this Section 11.1 to (a) its Compensation, Benefits
and Nominating Committee or (b) to the extent permitted under
applicable law, to the Chief Executive Officer or any other
appropriate officer of the Company.
Section 11.2Neither the Plan nor any document generated
in connection herewith shall be construed to give any Employee the
right to be retained in the employ of the Company. The Company
retain the unqualified right to terminate the employment of any
Employee at any time.
Exhibit 5.1
[LETTERHEAD OF A&A]
June 30, 1995
Board of Directors
Alexander & Alexander Services Inc.
1185 Avenue of the Americas
New York, NY 10036
Re: Alexander & Alexander Services Inc.
1995 Long-Term Incentive Plan
Gentlemen:
I am General Counsel of Alexander & Alexander Services
Inc., a Maryland corporation (the "Company"), and have acted
as counsel for the Company in connection with the
Registration Statement on Form S-8 (the "Registration
Statement") to be filed under the Securities Act of 1933, to
register 750,000 shares of the Company's Common Stock,
$1.00 par value per share (the "Shares"), to be issued from
time to time by the Company pursuant to the Employee
Discount Stock Purchase Plan, (the "Purchase Plan").
In connection with the foregoing, I have examined the
originals or copies of such corporate records, documents,
certificates and other instruments as I have deemed necessary
or appropriate for the purposes of rendering this opinion.
Based on the foregoing, it is my opinion that the Shares, when
issued and delivered as contemplated by the Purchase Plan,
will be validly issued, fully paid and non-assessable.
<PAGE>
The foregoing opinions are limited to the laws of the state of
Maryland and I do not express any opinion herein concerning
any other law. I hereby consent to the filing of this opinion
as an exhibit to the Registration Statement. In giving this
consent, I do not thereby admit that I am within the category
of persons whose consent is required under Section 7 of the
Securities Act of 1933.
Very truly yours,
/s/ Albert A. Skwiertz, Jr.
Albert A. Skwiertz, Jr.
Vice President
and General Counsel
ht:Z:WP:FORMS8/EDSPPLAN
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Alexander & Alexander
Services Inc. on Form S-8 of our report dated February
15, 1995 (February 28, March 16 and 27, 1995 with
respect to certain information in Notes 2,5,8 and 14),
appearing in the Annual Report on Form 10-K/A of
Alexander & Alexander Services Inc. for the year ended
December 31, 1994.
DELOITTE & TOUCHE LLP
Baltimore, Maryland
June 30, 1995
