As filed with the Securities and Exchange Commission on March 31, 1995.
Registration No. 33-60054
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.
1988 LONG TERM INCENTIVE COMPENSATION PLAN
AS AMENDED AND RESTATED
(Full title of the plan)
ALBERT A. SKWIERTZ, JR., ESQUIRE
Vice President and General Counsel
Alexander & Alexander Services Inc.
1185 Avenue of the Americas
New York, New York 10036
(Name and address of agent for service)
(212) 840-8500
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
===========================================================================================================
<CAPTION>
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:
<S> <C> <C> <C> <C>
($1.00 Par Value)(1) 499,000 shs. $ 22.375 $ 11,165,125 $ 3,850.00
===========================================================================================================
<FN>
(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 March 27, 1995.
</TABLE>
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents
sent or given to participants in the 1988 Long Term Incentive Compensation Plan,
as Amended and Restated (the "1988 Plan") of Alexander & Alexander Services Inc.
(the "Company") 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. In addition, the contents of the Company's Registration
Statement on Form S-8, Commission File No. 33-60054, are incorporated herein by
reference.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the
Commission are incorporated herein by reference and made a part hereof:
(1) The Company's Annual Report on Form 10-K for the
year ended December 31, 1994;
(2) Current Report on Form 8-K, dated March 15, 1995;
(3) Current Report on Form 8-K, dated March 28, 1995;
(4) 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 (1)
above; and
(5) The description of the Company's Common Stock, $1.00 par
value, set forth in the Registration Statement on Form 8-A filed December 1,
1981, as amended by Amendment No. 1 on Form 8 filed September 8, 1986, and the
description of the Rights to Purchase Series A Junior Participating Preferred
Stock, $1.00 par value, set forth in the Registration Statement on Form 8-A
filed June 19, 1987, as amended by Amendment No. 1 on Form 8 dated March 28,
1990, and Amendment No. 2 on Form 8 dated April 23, 1992, Amendment No. 3 on
Form 8-A/A dated December 1, 1993, and Amendment No. 4 on Form 8-A/A dated July
15, 1994.
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.
Item 5. Interests of Named Experts and Counsel.
Albert A. Skwiertz, Jr., Esquire, 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 a participant in the 1988 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
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<PAGE>
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.
Item 8. Exhibits.
4 Alexander & Alexander Services Inc. 1988 Long Term
Incentive Compensation Plan, as Amended and Restated
(the "1988 Plan") and U.K. Executive Share Option
Scheme within the 1988 Plan (incorporated herein by
reference to the Company's Registration Statement
on Form S-8 Registration No. 33-60054 filed with
the Commission on March 26, 1993).
5 Opinion of Albert A. Skwiertz, Jr., Esquire, as to
the legality of the securities registered hereunder.
24(a) Independent Auditors' Consent.
24(b) Consent of Albert A. Skwiertz, Jr., Esquire
(incorporated by reference to Exhibit 5).
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
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)
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<PAGE>
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.
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<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 31st day of
March, 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.
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, March 31, 1995
---------------------------- Chief Executive Officer, --------------
Frank G. Zarb President and Director
(Principal Executive Officer)
/s/ Edward F. Kosnik Director, Executive Vice March 31, 1995
---------------------------- President and Chief Financial --------------
Edward F. Kosnik Officer (Principal Financial
Officer)
/s/ Richard P. Sneeder, Jr. Controller (Principal March 31, 1995
---------------------------- Accounting Officer) --------------
Richard P. Sneeder, Jr.
[SIGNATURES CONTINUED]
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<PAGE>
[SIGNATURES CONTINUED]
Director
---------------------------- --------------
Kenneth Black, Jr.
/s/ John A. Bogardus, Jr. Director March 31, 1995
---------------------------- --------------
John A. Bogardus, Jr.
Director
---------------------------- --------------
Robert E. Boni
Director
---------------------------- --------------
W. Peter Cooke
/s/ E. Gerald Corrigan Director March 31, 1995
---------------------------- --------------
E. Gerald Corrigan
/s/ Joseph L. Dionne Director March 31, 1995
---------------------------- --------------
Joseph L. Dionne
Director
---------------------------- --------------
Gerald R. Ford
Director
---------------------------- --------------
Peter C. Godsoe
Director
---------------------------- --------------
Angus M.M. Grossart
/s/ Maurice H. Hartigan Director March 31, 1995
---------------------------- --------------
Maurice H. Hartigan
/s/ James Bickford Hurlock Director March 31, 1995
---------------------------- --------------
James Bickford Hurlock
/s/ Ronald A. Iles Director March 31, 1995
---------------------------- --------------
Ronald A. Iles
[SIGNATURES CONTINUED]
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<PAGE>
[SIGNATURES CONTINUED]
/s/ Vincent R. McLean Director March 31, 1995
---------------------------- --------------
Vincent R. McLean
/s/ James D. Robinson III Director March 31, 1995
---------------------------- --------------
James D. Robinson III
Director
---------------------------- --------------
William M. Wilson
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<PAGE>
EXHIBIT INDEX
Page Number in
Regulation S-K Sequentially Numbered
Exhibit Number Description of Document Copy
-------------- ----------------------- ---------------------
Exhibit 5 Opinion of Albert A. Skwiertz, Jr.,
Esquire, Vice President and General
Counsel of the Company, as to the
legality of the securities to be
registered
Exhibit 24(a) Independent Auditors' Consent
Exhibit 24(b) Consent of Albert A. Skwiertz,
Esquire (included in Exhibit 5)
Exhibit 5
[LETTERHEAD OF A&A]
March 31, 1995
Board of Directors
Alexander & Alexander Services Inc.
1185 Avenue of the Americas
New York, NY 10036
Re: Alexander & Alexander Services Inc.
Registration Statement on Form S-8
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 499,000
additional 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 1988
Long Term Incentive Compensation Plan, as Amended and Restated (the "1988
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 1988 Plan, will be validly issued, fully paid
and non-assessable.
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
EXHIBIT 24(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
No. 33-60054 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 of Alexander & Alexander Services Inc. for the year ended
December 31, 1994.
DELOITTE & TOUCHE LLP
Baltimore, Maryland
March 31, 1995
