As filed with the Securities and Exchange Commission on March 31, 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.
DEFERRED COMPENSATION PROGRAM
FOR NON-EMPLOYEE DIRECTORS
SPECIAL COMPENSATION AWARD
FOR A NON-EMPLOYEE DIRECTOR
(Full title of the plans)
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)(2) 300,000 shs. $ 22.375 $ 6,712,500 $ 2,315.00
===========================================================================================================
<FN>
(1) 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.
(2) Includes the preferred share purchase rights associated with the Common Stock.
</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 pursuant to Rule 428(b)(1) to (i) participants in the Alexander &
Alexander Services Inc. Deferred Compensation Program for Non-Employee Directors
of Alexander & Alexander Services Inc. (the "Company") and (ii) Dr. Robert E.
Boni in connection with a special compensation award. 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.
The following documents filed by the Company with the
Commission are incorporated herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1994;
(b) Current Report on Form 8-K, dated March 15, 1995;
(c) Current Report on Form 8-K, dated March 28, 1995;
(d) All other reports filed by the Company pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 since December 31,
1993; and
(e) 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 owns no shares 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 Company's 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
<PAGE>
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.
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) 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
<PAGE>
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 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 Albert A. Skwiertz, Jr. 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 attorney-in-fact and
agent 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
attorney-in-fact and agent 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]
<PAGE>
[SIGNATURES CONTINUED]
/s/ Kenneth Black, Jr. Director March 31, 1995
---------------------------- --------------
Kenneth Black, Jr.
/s/ John A. Bogardus, Jr. Director March 31, 1995
---------------------------- --------------
John A. Bogardus, Jr.
/s/ Robert E. Boni Director March 31, 1995
---------------------------- --------------
Robert E. Boni
/s/ W. Peter Cooke Director March 31, 1995
---------------------------- --------------
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
/s/ Peter C. Godsoe Director March 31, 1995
---------------------------- --------------
Peter C. Godsoe
/s/ Angus M.M. Grossart Director March 31, 1995
---------------------------- --------------
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]
<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
/s/ William M. Wilson Director March 31, 1995
---------------------------- --------------
William M. Wilson
<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 (i)
160,000 shares of the Company's Common Stock, $1.00 par value per share (the
"Common Stock") to be issued from time to time by the Company pursuant to the
Alexander & Alexander Services, Inc. Deferred Compensation Program for
Non-Employee Directors (the "NED Plan") and (ii) 140,000 shares of the Common
Stock to be issued from time to time by the Company pursuant to a special
compensation award for Dr. Robert E. Boni ("Special Compensation Award").
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 of Common Stock, when
issued and delivered as contemplated by the NED Plan and the Special
Compensation Award, 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
EXHIBIT 24(a)
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 of Alexander & Alexander Services Inc. for the year ended
December 31, 1994.
DELOITTE & TOUCHE LLP
Baltimore, Maryland
March 31, 1995
