FORM 8-A/A
Amendment No. 5
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)
1185 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)
Item 1. Description of Registrant's Securities to be Registered.
Reference is made to 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"). 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. 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 modifications are hereby incorporated in their entirety to
the information previously submitted under this Item 1.
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. Copies of 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. The Amendment
dated as of November 16, 1995, has been filed with the SEC as
an Exhibit to Form 8A/A, dated November 16, 1995. 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: November 20, 1995
By: /s/ Albert A. Skwiertz, Jr.
Albert A. Skwiertz, Jr.
Vice President and General
Counsel
ht:Z:FORM8A\RIGHTAM5
Exhibit Index
Exhibit No. Description Page
1 Amendment 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.
