UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
_____________________
Date of Report (November 16, 1995): November 20, 1995
Alexander & Alexander Services Inc.
(Exact name of registrant as specified in its charter)
Maryland 1-8282 52-0969822
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
organization)
1185 Avenue of the Americas 10036
New York, New York (Zip Code)
(Address of principal executive offices)
(212) 840-8500
(Registrant's telephone number,
including area code:)
Not Applicable
(Former name or former address,
if changed since last report.)
Item 5. Other Events.
At a regular meeting of the Board of Directors of Alexander &
Alexander Services Inc. (the "Company") held on November 16,
1995, the Board of Directors amended the Rights Agreement,
dated as of June 11, 1987, between the Company and First
Chicago Trust Company of New York, as amended and restated
as of March 22, 1990, as amended April 21, 1993, as amended
June 6, 1994, as amended July 15, 1994 (the "Rights
Agreement"). The amendment provides for modifications of the
definitions of Acquiring Person and Distribution Date to raise from
15% to 20% the percentage of stock ownership needed to cause a
person to become an Acquiring Person or to cause a Distribution
Date to occur (as such capitalized terms are defined in the Rights
Agreement).
The foregoing description of the amendment to the Rights
Agreement is qualified in its entirety by reference to the full text of
the amendment, which is attached hereto as Exhibit 4.1.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
ALEXANDER & ALEXANDER
SERVICES INC.
By: /s/Albert A. Skwiertz, Jr.
Albert A. Skwiertz, Jr.
Vice President & General
Counsel
Date: November 20, 1995
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EXHIBIT INDEX
Exhibit No. Description Page
4.1 Amendent No. 4 to Rights Agreement,
effective as of November 16, 1995,
between Alexander & Alexander Services
Inc. and First Chicago Trust Company
of New York, as Rights Agent.
Exhibit 4.1
AMENDMENT NO. 4 TO RIGHTS AGREEMENT
AMENDMENT, dated as of November 16, 1995, 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, and
as amended July 15, 1995 (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:
I. The definition of "Acquiring Person" in Section 1(b) of
the Rights Agreement is hereby amended by replacing the
amount "15%" in each place where it appears with the
amount "20%".
II. Section 3(a) of the Rights Agreement is hereby
amended by replacing the amount "15%" where it appears
with the amount "20%".
III. 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.
IV. 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.
V. 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.
VI. If any term, provision, covenant or restriction on 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/ Albert Diorio By: /s/ Ralph Persico
Assistant Vice-President Customer Service Officer
