As filed with the Securities and Exchange Commission on May 16, 1996.
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.
WORLDWIDE EMPLOYEE SAVINGS-RELATED STOCK PURCHASE
PLAN
(Full title of the plan)
ALBERT A. SKWIERTZ, JR., ESQ.
Senior 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. $19.625 $14,718,750 $5,076
(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 May 10, 1996.
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.
Worldwide Employee Savings-Related Stock Purchase Plan, (the "Worldwide
Purchase Plan") pursuant to Rule 428(b)(1). It is the intention of
Alexander & Alexander Services Inc. (the "Company") that shares registered
pursuant to this Registration Statement will be offered to employees of the
Company and its subsidiaries located outside the United States. 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.
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 Senior Vice President and General Counsel of the Company.
Mr. Skwiertz is not eligible to be a participant in the
Worldwide Purchase Plan. Mr. Skwiertz owns no shares directly or
indirectly of the Company's Common Stock and holds options for 43,500 shares
of Common Stock. In addition, 1,556 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.
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
October 24, 1995 (incorporated herein by reference to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995).
4.7 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).
4.8 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).
5.1 Opinion of Albert A. Skwiertz, Jr., Esq., Senior 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., Senior 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 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.
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 16th
day of May, 1996.
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 Edward F. Kosnik 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, May 16, 1996
Frank G. Zarb Chief Executive Officer,
President and Director
(Principal Executive Officer)
/s/ Edward F. Kosnik Director, Senior Executive Vice May 16, 1996
Edward F. Kosnik President and Chief Financial
Officer (Principal Financial
Officer)
/s/ Richard P. Sneeder, Jr. Vice President and Controller May 16, 1996
Richard P. Sneeder, Jr. (Principal Accounting Officer)
[SIGNATURES CONTINUED]
[SIGNATURES CONTINUED]
/s/ H. Furlong Baldwin Director May 16, 1996
H. Furlong Baldwin
Robert E. Boni Director
/s/ W. Peter Cooke Director May 16, 1996
W. Peter Cooke
/s/ E. Gerald Corrigan Director May 16, 1996
E. Gerald Corrigan
/s/ Joseph L. Dionne Director May 16, 1996
Joseph L. Dionne
/s/ Gerald R. Ford Director May 16, 1996
Gerald R. Ford
/s/ Peter C. Godsoe Director May 16, 1996
Peter C. Godsoe
/s/ Angus M.M. Grossart Director May 16, 1996
Angus M.M. Grossart
/s/ Maurice H. Hartigan II Director May 16, 1996
Maurice H. Hartigan II
/s/ James Bickford Hurlock Director May 16, 1996
James Bickford Hurlock
/s/ Ronald A. Iles Director May 16, 1996
Ronald A. Iles
/s/ Vincent R. McLean Director May 16, 1996
Vincent R. McLean
/s/ James D. Robinson III Director May 16, 1996
James D. Robinson III
EXHIBIT INDEX
Page Number in
Regulation S-K Sequentially Numbered
Exhibit Number Description of Document Copy
Exhibit 5.1 Opinion of Albert A. Skwiertz,
Jr., Esq., Senior 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)
EXHIBIT 5.1
Alexander & Alexander Services Inc.
1185 Avenue of the Americas
New York, New York 10036
Telephone: 212-444-4532
Facsimile: 212-444-4696
Albert A. Skwiertz, Jr.
Senior Vice President & General Counsel
May 16, 1996
Board of Directors
Alexander & Alexander Services Inc.
1185 Avenue of the Americas
New York, NY 10036
Re: Alexander & Alexander Services Inc.
Worldwide Employee Savings-Related Stock Purchase 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
Worldwide Employee Savings-Related 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.
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.
Senior Vice President
and General Counsel
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
14, 1996, incorporated by reference in the Annual Report on Form 10-K of
Alexander & Alexander Services Inc. for the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
Baltimore, Maryland
May 16, 1996
