<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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ALEXANDER & ALEXANDER
SERVICES INC.
(NAME OF SUBJECT COMPANY)
SUBSIDIARY CORPORATION, INC.
A WHOLLY OWNED SUBSIDIARY OF
AON CORPORATION
(BIDDERS)
COMMON STOCK, $1.00 PAR VALUE 014476 10 5
(Title of Class of Securities) (CUSIP Number of Class of
Securities)
RAYMOND I. SKILLING
EXECUTIVE VICE PRESIDENT &
CHIEF COUNSEL
AON CORPORATION
123 NORTH WACKER DRIVE
CHICAGO, ILLINOIS 60606
(312) 701-3000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
Copy to
SIDLEY & AUSTIN
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60603
(312) 853-7000
ATTENTION: THOMAS A. COLE
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<PAGE>
Aon Corporation, a Delaware Corporation (the "Parent"), and Subsidiary
Corporation, Inc., a Maryland corporation (the "Offeror") and a wholly owned
subsidiary of Parent, hereby amend and supplement their Tender Offer Statement
on Schedule 14D-1 (the "Statement"), originally filed on December 16, 1996,
with respect to their offer to purchase all outstanding shares of Common
Stock, par value $1.00 per share (the "Common Stock"), of Alexander &
Alexander Services Inc., a Maryland corporation (the "Company"), including the
associated preferred stock purchase rights (the "Rights") issued pursuant to
the Rights Agreement, dated as of June 11, 1987, between the Company and First
Chicago Trust Company of New York, formerly Morgan Shareholder Services Trust
Company, as Rights Agent, as amended (collectively, the "Shares"), as set
forth in this Amendment No. 1. Capitalized terms not defined herein shall have
the meanings assigned thereto in the Statement.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Retraction and Tender Request.
(a)(11) Letter from Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees to Clients Holding Class 1 Special Shares (the "RSC Shares") of
Reed Stenhouse Companies Limited ("RSC").
(a)(12) Letter from Frank G. Zarb, Chairman of the Board, President and
Chief Executive Officer of the Company, to Shareholders of RSC, dated December
16, 1996.
(a)(13) Letter from James S. Horrick, President and Chief Executive Officer
of RSC, to Shareholders of RSC, dated December 16, 1996.
(a)(14) Memorandum from Aird & Berlis to Certain Holders of RSC Shares,
dated December 19, 1996.
(a)(15) Summary Instructions for Mailing Redemption and Tender Request.
(a)(16) Certificate of Foreign Status on Form W-8.
(a)(17) Conversion and Tender Request.
(a)(18) Letter from Frank G. Zarb, Chairman of the Board, President and
Chief Executive Officer of the Company, to holders of the Class C Common
Stock, dated December 24, 1996.
(a)(19) Letter from R.A. Iles, Chairman of Alexander & Alexander Services UK
plc ("A&A UK"), to Shareholders of A&A UK, dated December 24, 1996.
1
<PAGE>
SIGNATURE
AFTER DUE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I CERTIFY THAT
THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT.
Dated: December 23, 1996 Aon Corporation
/s/ Raymond I. Skilling
By: _________________________________
Name: Raymond I. Skilling
Title: Executive Vice President
and Chief Counsel
Subsidiary Corporation, Inc.
/s/ Raymond I. Skilling
By: _________________________________
Name: Raymond I. Skilling
Title: Vice President and
Secretary
2
<PAGE>
EXHIBIT INDEX
<TABLE>
<C> <S>
(a) (10) Retraction and Tender Request.
(a) (11) Letter from Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees to Clients Holding Class 1 Special Shares (the "RSC
Shares") of Reed Stenhouse Companies Limited ("RSC").
(a) (12) Letter from Frank G. Zarb, Chairman of the Board, President and Chief
Executive Officer of the Company, to Shareholders of RSC, dated
December 16, 1996.
(a) (13) Letter from James S. Horrick, President and Chief Executive Officer
of RSC, to Shareholders of RSC, dated December 16, 1996.
(a) (14) Memorandum from Aird & Berlis to Certain Holders of RSC Shares, dated
December 19, 1996.
(a) (15) Summary Instructions for Mailing Redemption and Tender Request.
(a) (16) Certificates of Foreign Status on Form W-8.
(a) (17) Conversion and Tender Request.
(a) (18) Letter from Frank G. Zarb, Chairman of the Board, President and Chief
Executive Officer of the Company, to holders of the Class C Common
Stock, dated December 24, 1996.
(a) (19) Letter from R.A. Iles, Chairman of Alexander & Alexander Services UK
plc ("A&A UK"), to Shareholders of A&A UK, dated December 24, 1996.
</TABLE>
<PAGE>
EXHIBIT (A)(10)
THIS RETRACTION AND TENDER REQUEST AND ALL REQUIRED SHARE CERTIFICATES AND
DOCUMENTS MUST BE RECEIVED BY REED STENHOUSE COMPANIES LIMITED C/O THE FIRST
CHICAGO TRUST COMPANY OF NEW YORK ON OR BEFORE JANUARY 14, 1997 (UNLESS
EXTENDED) (THE "EXPIRATION DATE")
RETRACTION AND TENDER REQUEST
TO: REED STENHOUSE COMPANIES LIMITED ("RSC") AND MONTREAL TRUST COMPANY
OF CANADA
c/o The First Chicago Trust Company of New York (the "Depositary")
The undersigned holder of the Class 1 Special Shares of RSC described below
("RSC Shares") hereby (i) requests redemption of such RSC Shares for a
redemption price determined pursuant to the Restated Articles of Incorporation
of RSC (the "Articles"), being equal to one share of Common Stock, par value
$1.00 per share, and associated preferred stock purchase rights ("A&A
Shares"), of Alexander & Alexander Services Inc. ("A&A") for each RSC Share
redeemed plus, if applicable, any dividends payable on such RSC Shares
pursuant to the Articles (the "Redemption Price"), and (ii) tenders the A&A
Shares received upon such redemption pursuant to the Offer (as defined below),
in each case on the terms and conditions set forth below:
1. The undersigned hereby tenders for redemption for the Redemption Price
the RSC Shares described below, and requests that such redemption be
effected on the date (the "Redemption Date") Subsidiary Corporation, Inc.,
a Maryland corporation (the "Offeror") and a wholly owned subsidiary of Aon
Corporation, first accepts for payment A&A Shares pursuant to the Offeror's
offer to purchase all of the outstanding A&A Shares at a purchase price of
U.S. $17.50 per A&A Share, net to seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated
December 16, 1996 (the "Offer to Purchase"), receipt of which is hereby
acknowledged, and the related Letter of Transmittal (which together with
the Offer to Purchase constitute the "Offer"), and contemporaneously
therewith, provided that if the Redemption Date does not occur prior to
12:00 midnight (New York time) on April 1, 1997, such RSC Shares shall be
returned to the undersigned. The undersigned may withdraw this Retraction
and Tender Request prior to the purchase of the A&A Shares by contacting
the Company c/o First Chicago Trust Company of New York.
2. The undersigned hereby tenders to the Offeror pursuant to the Offer
all A&A Shares received upon the redemption of the RSC Shares tendered
hereby. The undersigned is entitled to the withdrawal rights described in
the Offer to Purchase.
3. Subject to and effective upon redemption of the RSC Shares tendered
hereby, the undersigned hereby appoints the Depositary the true and lawful
agent and attorney-in-fact of the undersigned with respect to the A&A
Shares received upon such redemption so that such A&A Shares may be
tendered under the Offer. Such power of attorney is coupled with an
interest and is irrevocable.
4. Subject to and effective upon acceptance for payment of and payment
for the A&A Shares tendered hereby, the undersigned hereby sells, assigns
and transfers to or upon the order of the Offeror all right, title and
interest in and to all the A&A Shares that are being tendered hereby (and
any and all other A&A Shares or other securities issued or issuable in
respect thereof on or after December 11, 1996) and appoints the Depositary
the true and lawful agent and attorney-in-fact of the undersigned with
respect to such A&A Shares (and all such other A&A Shares or securities),
with full power of substitution (such power of attorney being deemed to be
an irrevocable power coupled with an interest), to (a) deliver certificates
for such A&A Shares (and all such other A&A Shares or securities), together
with all accompanying evidences of transfer and authenticity, to or upon
the order of the Offeror, (b) present such A&A Shares (and all such other
A&A Shares or securities) for transfer on the books of A&A and (c) receive
all benefits and otherwise exercise all rights of beneficial ownership of
such A&A Shares (and all such other A&A Shares or securities), all in
accordance with the terms of the Offer.
<PAGE>
5. The undersigned hereby irrevocably appoints each designee of the
Offeror as the attorney-in-fact and proxy of the undersigned, each with
full power of substitution, to exercise all voting and other rights of the
undersigned in such manner as each such attorney and proxy or his
substitute shall in his sole judgment deem proper, with respect to all of
the A&A Shares tendered hereby which have been accepted for payment by the
Offeror prior to the time of any vote or other action (and any and all
other A&A Shares or other securities or rights issued or issuable in
respect of such A&A Shares on or after December 11, 1996) at any meeting of
stockholders of A&A (whether annual or special and whether or not an
adjourned meeting) or otherwise. This proxy is irrevocable and is granted
in consideration of, and is effective upon, the acceptance for payment of
such A&A Shares by the Offeror in accordance with the terms of the Offer.
6. The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender for redemption the RSC Shares
tendered hereby and to tender the A&A Shares received upon such redemption
pursuant to the Offer. The RSC Shares tendered hereby for redemption shall
be redeemed by RSC free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claims and, when accepted for
payment by the Offeror, the Offeror will acquire good and unencumbered
title to the A&A Shares tendered hereby free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse
claims. The undersigned will, upon request, execute and deliver any
additional documents deemed by RSC, the Offeror or the Depositary to be
necessary or desirable to complete the redemption of the RSC Shares
tendered hereby or the transfer of the A&A Shares tendered hereby.
7. All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.
<PAGE>
DESCRIPTION OF RSC SHARES TENDERED FOR REDEMPTION*
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SHARES TENDERED FOR REDEMPTION
(ATTACH ADDITIONAL LIST, IF NECESSARY)
<TABLE>
<CAPTION>
NAME(S) AND
ADDRESS(ES)
OF
REGISTERED
HOLDER(S) NUMBER OF NUMBER OF
(PLEASE SHARE SHARES SHARES
FILL IN, IF CERTIFICATE REPRESENTED BY TENDERED FOR
BLANK) NUMBER(S)** CERTIFICATE(S)** REDEMPTION***
<S> <C> <C> <C>
- -------------------------------------------------------
- -------------------------------------------------------
- -------------------------------------------------------
- -------------------------------------------------------
- -------------------------------------------------------
</TABLE>
Total
Shares
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* All A&A Shares received upon redemption pursuant to this Redemption and
Tender Request will be tendered pursuant to the Offer.
** Need not be completed by stockholders tendering by book-entry transfer.
***Unless otherwise indicated, it will be assumed that all RSC Shares
represented by any certificates delivered to RSC c/o the Depositary are
being tendered for redemption. See Instruction 4.
[_]
CHECK HERE IF TENDERED RSC SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER
FACILITIES AND COMPLETE THE FOLLOWING:
Name of Tendering Institution ______________________________________________
Account No. _____________________________________________________________ at
[_]The Depository Trust Company
[_]The Canadian Depositary for Securities Limited
Transaction Code No. _______________________________________________________
<PAGE>
SIGN HERE
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Signature(s) of Owner(s)
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Name(s) ___________________________________________________________________
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Capacity (full title) _____________________________________________________
Address ___________________________________________________________________
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(Include Postal Code)
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Area Code and Telephone Number ____________________________________________
Taxpayer Identification Number ____________________________________________
Dated: _____________________________________________________________ , 199_
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
share certificate(s) or on a security position listing or by the person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, agent, officer of a corporation
or other person acting in a fiduciary or representative capacity, please
set forth full title and see Instruction 4.)
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 4)
FOR USE BY SIGNATURE GUARANTORS ONLY. PLACE MEDALLION GUARANTEE IN SPACE
BELOW.
Authorized signature(s) ___________________________________________________
Name ______________________________________________________________________
Name of Firm ______________________________________________________________
Address ___________________________________________________________________
---------------------------------------------------------------------------
(Include Postal Code)
Area Code and Telephone Number ____________________________________________
Dated: _____________________________________________________________ , 199_
<PAGE>
INSTRUCTIONS
1. Guarantee of Signatures. Except as otherwise provided below, signatures
on all Retraction and Tender Requests must be guaranteed by a firm that is a
bank, broker, dealer, credit union, savings association or other entity which
is a member in good standing of the Securities Transfer Agents Medallion
Program or by any other bank, broker, dealer, credit union, savings
association or other entity which is an "eligible guarantor institution" as
such term is defined in Rule 17Ad-15 under the U.S. Securities Exchange Act of
1934, as amended, or by a Canadian chartered bank or trust company, a member
of the Investment Dealers Association of Canada or a member of the Toronto
Stock Exchange, the Montreal Exchange, the Alberta Stock Exchange, the
Vancouver Stock Exchange or by another guarantor acceptable to RSC and the
Offeror (each of the foregoing constituting an "Eligible Institution"), unless
the RSC Shares tendered thereby are tendered (i) by a registered holder of RSC
Shares or (ii) for the account of an Eligible Institution. See Instruction 4.
If the certificates are registered in the name of a person or persons other
than the signer of this Retraction and Tender Request, then the tendered
certificates must be endorsed or accompanied by duly executed stock powers
signed exactly as the name or names of the registered owner or owners appear
on the certificates or stock powers, with the signatures on the certificates
or stock powers guaranteed by an Eligible Institution as provided therein. See
Instruction 4.
2. Delivery of Retraction and Tender Request and RSC Shares. This Retraction
and Tender Request is to be used either if certificates are to be forwarded
herewith or if the delivery of RSC Shares is to be made by book-entry
transfer. Certificates for all physically delivered RSC Shares, or a
confirmation of a book-entry transfer into the Depositary's account at one of
the Canadian Depositary for Securities Limited or The Depository Trust Company
(the "Book-Entry Transfer Facilities") of all RSC Shares delivered
electronically, as well as a properly completed and duly executed Retraction
and Tender Request (or a manually signed facsimile thereof) and any other
documents required by this Retraction and Tender Request, or an Agent's
Message in the case of a book-entry delivery, must be received by the
Depositary at one of its addresses set forth below prior to the Expiration
Date. ("Agent's Message" means a message transmitted by Book-Entry Transfer
Facility to, and received by, the Depositary and forming part of a Book-Entry
Confirmation, which states that such Book-Entry Transfer Facility has received
an express acknowledgement from the participant in such Book-Entry Transfer
Facility tendering the RSC Shares for redemption that such participant has
received and agrees to be bound by the terms of the Retraction and Tender
Request and that RSC may enforce such agreement against the participant.)
The method of delivery of RSC Shares, the Retraction and Tender Request and
all other required documents, including delivery through a Book-Entry Transfer
Facility, is at the option and risk of the tendering shareholder. If delivery
is by mail, registered mail with return receipt request, properly insured, is
recommended.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of RSC Shares should be listed on a
separate schedule attached hereto.
4. Signatures on Retraction and Tender Request; Stock Powers and
Endorsements. If this Retraction and Tender Request is signed by the
registered holder(s) of the RSC Shares tendered hereby, the signature(s) must
correspond with the name(s) as written on the face of the certificates without
alteration, enlargement or any change whatsoever.
If any of the RSC Shares tendered hereby are held of record by two or more
persons, all such persons must sign this Retraction and Tender Request.
If any of the RSC Shares tendered hereby are registered in different names
on different certificates, it will be necessary to complete, sign and submit
as many separate Retraction and Tender Requests as there are different
registrations of certificates.
If this Retraction and Tender Request is signed by the registered holder(s)
of the RSC Shares tendered hereby, no endorsements of certificates or separate
stock powers are required.
<PAGE>
If this Retraction and Tender Request is signed by a person other than the
registered holder(s) of the RSC Shares tendered hereby, the certificate must
be endorsed or accompanied by appropriate stock powers, in either case, signed
exactly as the name(s) of the registered holder(s) appear(s) on the
certificates for such RSC Shares. Signature(s) on any such certificates or
stock powers must be guaranteed by an Eligible Institution.
If this Retraction and Tender Request or any certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to RSC of the authority of such person so to act
must be submitted.
5. Requests for Assistance or Additional Copies. Requests for assistance or
additional copies of this Retraction and Tender Request may be obtained from
the Information Agent or the Dealer Manager at their respective addresses or
telephone numbers set forth below.
6. Backup Withholding. Holders that are not United States citizens or
resident aliens must submit a completed IRS Form W-8 to avoid 31% backup
withholding. Each holder that is a United States person or resident alien must
provide the Depositary with such holder's correct Taxpayer Identification
Number on Substitute Form W-9 to avoid 31% backup withholding, unless an
exemption applies. An IRS Form W-8 or Substitute Form W-9 may be obtained by
contacting the Information Agent or the Dealer Manager at their respective
addresses or telephone numbers set forth below.
<PAGE>
The Information Agent for the Offer is:
LOGO
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll-Free: 1-800-223-2064
The Dealer Manager for the Offer is:
LAZARD FRERES & CO. LLC
30 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10020
(212) 632-6717
The Depositary for the Redemption and the Offer is:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By Mail: By Hand: By Overnight Courier:
Tenders & Exchanges First Chicago Trust Tenders & Exchanges
P.O. Box 2569--Suite Company of New York 14 Wall Street
4660-ALEX Tenders & Exchanges 8th Floor--Suite 4680-
Jersey City, New Jersey c/o The Depository Trust ALEX
07303-2569 Company New York, New York
55 Water Street, DTC TAD 10005
Vietnam Veterans Memorial
Plaza
New York, New York 10041
<PAGE>
EXHIBIT (A)(11)
December 16, 1996
To Our Clients:
Aon Corporation, through its wholly owned subsidiary, Subsidiary
Corporation, Inc., a Maryland corporation (the "Offeror"), is making an offer
to purchase all the shares of Common Stock, par value $1.00 per share, and
associated preferred stock purchase rights (the "A&A Shares"), of Alexander &
Alexander Services Inc., a Maryland corporation ("A&A"), at a purchase price
of $17.50 per Share, net to seller in cash, without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated
December 16, 1996, and the related Letter of Transmittal (which together
constitute the "Offer"). A copy of the Offer to Purchase and Letter of
Transmittal is enclosed. This material is being forwarded to you as a
beneficial owner of Class 1 Special Shares ("RSC Shares") of Reed Stenhouse
Companies Limited ("RSC") carried by us in your account but not registered in
your name. Each RSC Share is intended to represent the economic equivalent of
one A&A Share. In order to participate in the Offer, it will be necessary for
you to instruct us to (a) request the redemption of your RSC Shares for A&A
Shares on a one-for-one basis, and (b) tender the A&A Shares received upon
such redemption pursuant to the terms and conditions set forth in the Offer.
A REQUEST FOR REDEMPTION OF THE RSC SHARES AND THEN A TENDER OF THE A&A
SHARES RECEIVED UPON REDEMPTION CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD
AND PURSUANT TO YOUR INSTRUCTIONS. THE RETRACTION AND TENDER REQUEST AND THE
LETTER OF TRANSMITTAL ARE FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND
CANNOT BE USED BY YOU TO REQUEST REDEMPTION OF ANY RSC SHARES HELD BY US FOR
YOUR ACCOUNT OR TO TENDER PURSUANT TO THE OFFER ANY A&A SHARES ISSUABLE UPON
SUCH REDEMPTION.
Accordingly, with regard to RSC Shares held by us for your account, we need
instructions as to whether you wish to request the redemption of your RSC
Shares for A&A Shares and whether you wish to tender the A&A Shares received
upon such redemption request pursuant to the Offer.
Please note the following:
1. RSC Shares are convertible for A&A Shares on a one-for-one basis.
2. Your request for redemption will be effected on the date (the
"Redemption Date") the Offeror first accepts for payment A&A Shares
pursuant to the Offer.
3. If the Redemption Date does not occur prior to 12:00 midnight (New
York time) on April 1, 1997, the RSC Shares tendered for redemption will be
returned to your account. You may also withdraw your instructions prior to
the purchase of the A&A Shares by contacting us directly. In addition, you
are entitled to certain withdrawal rights described in the Offer to
Purchase.
4. The tender price is U.S. $17.50 per A&A Share, net to you in cash
without interest.
5. The Offer is being made for all of the outstanding A&A Shares.
6. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on January 14, 1997, unless the Offer is extended.
7. The Offer is conditioned upon, among other things, there being validly
tendered prior to the expiration of the Offer and not withdrawn a number of
A&A Shares which would constitute at least a majority of the combined
voting power of the A&A Shares, the Class A Common Stock of A&A and the
Class C Common Stock of A&A (assuming the exercise of all options to
purchase, and the conversion or exchange of all securities convertible or
exchangeable into, such shares outstanding at the expiration date of the
Offer, other than the conversion of the 8% Series B Cumulative Convertible
Preferred Stock of A&A). The Offer is also subject to the other terms and
conditions contained in the Offer to Purchase.
If you wish to have us request the redemption of your RSC Shares for A&A
Shares and tender the A&A Shares received upon such redemption pursuant to the
Offer, please so instruct us by completing, executing, detaching and returning
to us the instruction form contained in this letter. An envelope to return
your instruction to us is enclosed. PLEASE FORWARD YOUR INSTRUCTIONS TO US AS
SOON AS POSSIBLE TO ALLOW US AMPLE TIME TO ACT ON YOUR BEHALF PRIOR TO THE
EXPIRATION OF THE OFFER.
<PAGE>
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and any supplements or amendments thereto. The Offer is not being
made to, nor will tenders be accepted from or on behalf of, holders of A&A
Shares residing in any jurisdiction in which the making of the Offer or
acceptance thereof would not be in compliance with the securities laws of such
jurisdiction. In any jurisdiction where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer will be
deemed to be made on behalf of the Offeror by Lazard Freres & Co. LLC or by
one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
2
<PAGE>
INSTRUCTIONS WITH RESPECT TO
REQUEST FOR REDEMPTION AND TENDER PURSUANT TO OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
Retraction and Tender Request, and Offer to Purchase dated December 16, 1996
(the "Offer to Purchase") and the related Letter of Transmittal (the Offer to
Purchase and related Letter of Transmittal together constituting the "Offer")
in connection with the offer by Subsidiary Corporation, Inc., a Maryland
corporation (the "Offeror") and a wholly owned subsidiary of Aon Corporation,
a Delaware corporation, to purchase all outstanding shares of Common Stock,
par value $1.00 per share, of Alexander & Alexander Services Inc., a Maryland
corporation, including the associated preferred stock purchase rights (the
"A&A Shares").
This will instruct you to request the redemption of that number of Class 1
Special Shares (the "RSC Shares") of Reed Stenhouse Companies Limited ("RSC")
indicated below (or if no number is indicated below, all RSC Shares) which are
held by you for the account of the undersigned, and to tender all the A&A
Shares received upon such redemption upon the terms and subject to the
conditions set forth in the Offer.
Number of RSC Shares Requested to be
Redeemed:*
SIGN HERE
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-------------------------------------
Account Number: Signature(s)
-------------------------------------
Date: -------------------------------------
(Print Name(s))
-------------------------------------
-------------------------------------
(Print Address(es))
-------------------------------------
(Area Code and Telephone Number(s))
-------------------------------------
(Taxpayer Identification or
Social Security Number(s))**
- --------
*If you elect to tender for redemption RSC Shares held by us for your account,
then we will automatically tender pursuant to the Offer any A&A Shares
received upon such redemption.
**Holders that are not United States citizens or resident aliens must submit a
completed IRS Form W-8 to avoid 31% backup withholding.
3
<PAGE>
EXHIBIT (A)(12)
ALEXANDER & Alexander Services Inc.
December 16, 1996
Dear Shareholder of Reed Stenhouse Companies Limited:
I am pleased to inform you that on December 11, 1996, Alexander & Alexander
Services Inc. ("Alexander & Alexander") entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Aon Corporation and Subsidiary
Corporation, Inc. (the "Offeror"). Pursuant to the Merger Agreement, the
Offeror today commenced a tender offer to purchase all outstanding shares of
Alexander & Alexander's Common Stock, par value $1.00 per share, and
associated preferred stock purchase rights (the "Shares"), for US $17.50 per
share in cash. Under the Merger Agreement, the tender offer will be followed
by a merger in which any remaining Shares (other than Shares held by
dissenting stockholders, if applicable) will be converted into the same
consideration as is paid in the tender offer.
The Board of Directors of Alexander & Alexander unanimously has approved the
Merger Agreement, the tender offer and the merger, has determined that the
terms of each of the tender offer and merger are fair to and in the best
interests of Alexander & Alexander's common stockholders, and recommends that
the Alexander & Alexander's common stockholders accept the tender offer. The
Board also recommends that holders of Class 1 Special Shares of Reed Stenhouse
Companies Limited retract such shares and tender the shares of Alexander &
Alexander Common Stock received on such retraction in acceptance of the tender
offer. Mr. Peter C. Godsoe, who is Chairman of the Board and Chief Executive
Officer of The Bank of Nova Scotia and a director of both Alexander &
Alexander and Reed Stenhouse Companies Limited, voted for the recommendation
as a director of Alexander & Alexander.
In arriving at its recommendation, the Board of Directors of Alexander &
Alexander gave careful consideration to a number of factors which are
described in the enclosed materials, including, among other things, the
opinion of CS First Boston Corporation, Alexander & Alexander's financial
advisor, that the cash consideration of US $17.50 per share to be received by
the holders of Common Stock pursuant to the offer and the merger is fair to
such common stockholders from a financial point of view.
Accompanying this letter is a copy of the Alexander & Alexander Services
Inc. Solicitation/Recommendation Statement as well as the Offer to Purchase
and related materials, including a form of Retraction and Tender Request for
use in requesting redemption of shares you own in Reed Stenhouse Companies
Limited and tendering Shares received upon such redemption. We urge you to
read the enclosed materials carefully. The management and directors of
Alexander & Alexander thank you for the support you have given Reed Stenhouse
Companies Limited.
Sincerely,
Frank G. Zarb
Chairman of the Board, President &
Chief Executive Officer
<PAGE>
EXHIBIT (A)(13)
REED STENHOUSE COMPANIES LIMITED
Reed Stenhouse Tower,
20 Ray Street
Toronto, Canada M5J 2N9
(416) 868-5500
Facsimile (416) 868-
5580
- -----------------
Reed Stenhouse
- -----------------
December 16, 1996
TO: HOLDERS OF CLASS 1 SPECIAL SHARES ("RSC Shares") of
REED STENHOUSE COMPANIES LIMITED (the "Company")
Aon Corporation, through its wholly owned subsidiary, Subsidiary
Corporation, Inc., a Maryland corporation, (the "Offeror") is making an offer
to purchase all of the shares of Common Stock, par value $1.00 per share, and
associated preferred stock purchase rights (the "A&A Shares"), of Alexander &
Alexander Services Inc. ("A&A") at a price of U.S. $17.50 per share, net to
seller in cash, without interest, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated December 16, 1996, and in the
related Letter of Transmittal (which together constitute the "Offer"). Copies
of the Offer to Purchase and Letter of Transmittal are enclosed. The Letter of
Transmittal has been provided for informational purposes only and does not
need to be completed. Your RSC Shares are intended to represent the economic
equivalent of an equal number of A&A Shares. In order for you to participate
in the Offer, it will be necessary for you to (a) request the redemption of
your RSC Shares for A&A Shares on a one-for-one basis, and (b) tender the A&A
Shares received upon such redemption pursuant to the Offer. You may do this by
properly completing and executing the enclosed Retraction and Tender Request
and transmitting such request, together with the certificates representing
your RSC Shares, as instructed therein so that they are received by First
Chicago Trust Company of New York no later than January 14, 1997.
Your request for redemption will be effected contemporaneously with the
Offeror's first acceptance for payment of A&A Shares pursuant to the Offer. If
your request for redemption has not been effected prior to 12:00 midnight (New
York time) on April 1, 1997, your RSC Shares will be returned to you. You may
also withdraw your Retraction and Tender Request prior to the purchase of the
A&A Shares by contacting the Company c/o First Chicago Trust Company of New
York. In addition, you are entitled to withdrawal rights described in the
Offer to Purchase under "Withdrawal Rights".
The Board of Directors of A&A has determined that the terms of the Offer are
fair to and in the best interests of the stockholders of A&A and has
recommended that all holders of A&A Shares accept the Offer. Such
recommendation is included in the documents enclosed with this letter.
If you have any questions with respect to the foregoing matters, please
contact the Information Agent, Georgeson & Company, Inc., at 1-800-223-2064.
If you wish to participate in the Offer, please complete and send the
documentation referred to above to the Company, c/o the First Chicago Trust
Company of New York, at the address provided in the enclosed documents for
arrival prior to January 14, 1997.
Yours truly,
James S. Horrick
President and Chief Executive
Officer
<PAGE>
EXHIBIT (A)(14)
[LETTERHEAD OF AIRD & BERLIS]
TO: Certain Holders of Class 1 Special Shares of
Reed Stenhouse Companies Limited
FROM: Aird & Berlis
DATE: December 20, 1996
- --------------------------------------------------------------------------------
CANADIAN FEDERAL INCOME TAX CONSEQUENCES OF THE RETRACTION AND TENDER REQUEST
The following is a general summary of the principal Canadian federal income
tax consequences of the Retraction and Tender Request generally applicable to
shareholders of Reed Stenhouse Companies Limited ("RSC") who are resident or
deemed to be resident in Canada, deal at arm's length with RSC, Alexander &
Alexander Services Inc. ("A&A"), Aon Corporation and Subsidiary Corporation Inc.
and who hold their Class 1 Special Shares of RSC (the "RSC Shares") as capital
property, all for the purpose of the Income Tax Act (Canada)(the "Act"). This
summary is not applicable to "specified financial institutions" as that term is
defined in the Act. Such shareholders should consult their own tax advisors.
RSC Shares will generally be considered to constitute capital property of a
shareholder unless either such holder holds such shares in the course of
carrying on a business of buying and selling shares or such holder has acquired
such shares in a transaction or transactions considered to be an adventure in
the nature of trade. A shareholder whose RSC Shares might not otherwise qualify
as capital property may qualify to make an irrevocable election in accordance
with subsection 39(4) of the Act to have every "Canadian security" owned by such
holder in the taxation year of the election and in all subsequent taxation years
deemed to be a capital property.
Recent amendments to the Act (the "mark-to-market rules") generally
preclude certain "financial institutions", as defined in the Act, from obtaining
capital gains treatment in respect of gains realized from a disposition of
shares of corporations (other than shares of a corporation in which the
institution has a "significant interest") and such institutions are precluded
from making the subsection 39(4) election referred to above. This summary does
not otherwise take into account the mark-to-market rules and taxpayers that are
"financial institutions" for the purpose of such rules should consult their own
tax advisers.
<PAGE>
December 20, 1996
Page 2
This summary is based on the current provisions of the Act, the regulations
thereunder (the "Regulations") and our understanding of the current
administrative and assessing practices of Revenue Canada. In addition, this
summary takes into account all specific proposals to amend the Act and the
Regulations announced by the Department of Finance prior to the date hereof
(collectively, the "Proposed Tax Amendments") and assumes that all such Proposed
Tax Amendments will be enacted in the form announced although no assurance can
be given in this regard. This summary does not otherwise take into account or
anticipate any changes in law, whether by judicial, governmental or legislative
decision or action, nor does it take into account provincial, territorial or
foreign tax legislation or considerations, which may differ significantly from
those discussed therein. It has been assumed for purposes of this summary that
the RSC Shares are not taxable preferred shares for purposes of the Act.
Generally, RSC Shares would not be taxable preferred shares since they were
issued before June 18, 1987.
THIS SUMMARY IS OF A GENERAL NATURE ONLY AND IS NOT INTENDED TO BE, NOR
SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY PARTICULAR SHAREHOLDER.
ACCORDINGLY, SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS FOR ADVICE WITH
RESPECT TO THEIR OWN PARTICULAR CIRCUMSTANCES, INCLUDING WHETHER THE INCOME TAX
APPLICATION RULES COULD APPLY TO SHAREHOLDERS, THEIR PLACE OF RESIDENCE AND THE
APPLICATION AND EFFECT OF THE INCOME AND OTHER TAX LAWS OF ANY COUNTRY,
PROVINCE, STATE OR LOCAL TAX AUTHORITY WHICH MAY APPLY TO THE SHAREHOLDER.
RETRACTION OF RSC SHARES
In the case of an individual shareholder, the shareholder will be
considered to have disposed of such shares for proceeds of disposition equal to
the fair market value expressed in Canadian dollars of the A&A Share received on
the retraction. The shareholder will realize a capital gain, or capital loss, to
the extent that such proceeds exceed, or are exceeded by, the adjusted cost base
to the shareholder of the RSC Shares so retracted. The income tax treatment of
such gain or loss is discussed below. The cost of the A&A Share received on the
retraction will be equal to its fair market value expressed in Canadian dollars.
In the case of a corporate shareholder, the amount received (the "Amount
Received") by a shareholder on the retraction of the RSC Shares in excess of the
paid-up capital of the shares for purposes of the Act will be treated as a
dividend (a "deemed dividend") for the purposes of the Act (subject in the case
of corporate shareholders to
<PAGE>
December 20,1996
Page 3
subsection 55(2) of the Act, discussed below). The Amount Received will be
equal to the fair market value expressed in Canadian dollars of the A&A Share
received on the retraction. The shareholder will also be considered to have
disposed of the RSC Share for proceeds of disposition equal to its paid-up
capital. As a result, the shareholder may also realize a capital gain (or as
a capital loss) to the extent that the adjusted cost base of such share exceeds
(or is less than) the paid-up capital. The income tax treatment of such gain or
loss is discussed below. The cost of the A&A Share received on the retraction
will be equal to its fair market value expressed in Canadian dollars.
A deemed dividend received by a corporate shareholder on or as a
consequence of the retraction of RSC Shares will be included in computing the
shareholders's income.
A deemed dividend received by a corporate shareholder will generally be
deductible in computing the corporation's taxable income. Private
corporations, as defined in the Act, and certain other corporations controlled
by or for the benefit of an individual (other than a trust) or related group of
individuals (other than trusts) will generally be subject to a refundable tax at
the rate of 33-1/3% pursuant to Part IV of the Act on the deemed dividend, to
the extent such deemed dividend is deductible in computing taxable income.
Notwithstanding the foregoing, subsection 55(2) of the Act provides that
where a corporate shareholder receives a deemed dividend which would be
deductible in computing the shareholder's taxable income, then (except to the
extent that the deemed dividend is subject to Part IV tax which is not refunded
as part of the same series of transactions), the deemed dividend may be included
in the proceeds of disposition of the shares for purposes of computing the
shareholder's capital gain on the disposition of the shares. Corporate
shareholders should consult their tax advisers for specific advice with respect
to the potential application of subsection 55(2) of the Act on the retraction of
RSC Shares.
TAXATION OF CAPITAL GAINS AND LOSSES
A shareholder will generally be required to include in the shareholder's
income three-quarters of any capital gain (the "taxable capital gain") and may
apply three-quarters of any capital loss only against taxable capital gains in
accordance with the detailed rules in the Act.
<PAGE>
December 20, 1996
Page 4
If the shareholder is a corporation or a partnership or trust of which a
corporation is a partner or a beneficiary, any capital loss realized on the
disposition of the RSC Shares may be reduced by the amount of certain dividends
which have been received or were deemed to have been received on such shares in
accordance with the detailed provisions of the Act in that regard. Shareholders
should consult their tax advisers for specific information regarding the
application of these provisions, including the effect of certain Proposed Tax
Amendments which would extend the application of the "stop-loss" provisions to a
trust or partnership that is a member of a partnership or a beneficiary of a
trust that holds shares of a corporation.
Adjusted Cost Base
The cost of the A&A Shares acquired pursuant to the Retraction and Tender
Request must be averaged with the adjusted cost base to the holder of all A&A
Shares owned by such holder immediately prior to the retraction for purposes of
calculating the adjusted cost base of each A&A Share held. This will determine
whether a gain or loss will be realized on the subsequent disposition of the A&A
Shares for cash.
<PAGE>
EXHIBIT (A)(15)
BEFORE YOU MAIL YOUR RETRACTION AND TENDER REQUEST, PLEASE MAKE SURE THAT YOU
HAVE:
. ENCLOSED YOUR RSC SHARE CERTIFICATE, EXCEPT IF YOU ARE DELIVERING
SHARES BY BOOK ENTRY TRANSFER
. OBTAINED SIGNATURE GUARANTEES IF YOUR RSC CERTIFICATES ARE IN THE NAME
OF A PERSON OR PERSONS OTHER THAN THE SIGNER OF THE RETRACTION AND
TENDER REQUEST
. ENCLOSED A COMPLETED IRS FORM W-8 OR OTHER SIMILAR FORM TO AVOID A 31%
BACKUP WITHHOLDING
. INCLUDED PROPER POSTAGE ON THE RETURN ENVELOPE
<PAGE>
EXHIBIT (A)(16)
Form W-8
(Rev. November 1992) CERTIFICATE OF FOREIGN STATUS
Department of the Treasury
Internal Revenue Service
- --------------------------------------------------------------------------------
NAME OF OWNER (If joint account, also give joint owner's name.) (See
SPECIFIC INSTRUCTIONS.)
U.S. taxpayer
identification
number (if any)
---------------------------------------------------------------------------
PERMANENT ADDRESS (See SPECIFIC INSTRUCTIONS.) (Include apt. or suite
no.)
---------------------------------------------------------------------------
City, province or state, postal code, and country
---------------------------------------------------------------------------
CURRENT MAILING ADDRESS, if different from permanent address (Include
apt. or suite no., or P.O. box if mail is not delivered to street
address.)
---------------------------------------------------------------------------
City, town or post office, state, and ZIP code (If foreign address, enter
city, province or state, postal code, and country.)
- --------------------------------------------------------------------------------
List account information
Account number Account type Account number Account type
here (Optional, see
z
SPECIFIC INSTRUCTIONS.)
- --------------------------------------------------------------------------------
NOTICE OF CHANGE IN STATUS.--To notify the payer, mortgage interest
recipient, broker, or barter exchange that you no longer qualify for
exemption, check here .................................................... z
[_]
IF YOU CHECK THIS BOX, REPORTING WILL BEGIN ON THE ACCOUNT(S) LISTED.
- --------------------------------------------------------------------------------
CERTIFICATION.--(Check applicable box(es)). Under penalties of perjury,
I certify that:
[_] For INTEREST PAYMENTS, I am not a U.S. citizen or resident (or I am
filing for a foreign corporation, partnership, estate, or trust).
PLEASE
[_] For DIVIDENDS, I am not a U.S. citizen or resident (or I am filing
SIGN for a foreign corporation, partnership, estate, or trust).
HERE [_] For BROKER TRANSACTIONS or BARTER EXCHANGES, I am an exempt foreign
person as defined in the instructions below.
z ---------------------------------------------------------------------
Signature Date
- --------------------------------------------------------------------------------
GENERAL INSTRUCTIONS
(Section references are to the Internal Revenue Code unless otherwise noted.)
PURPOSE
Use Form W-8 or a substitute form containing a substantially similar statement
to tell the payer, mortgage interest recipient, middleman, broker, or barter
exchange that you are a nonresident alien individual, foreign entity, or exempt
foreign person not subject to certain U.S. information return reporting or
backup withholding rules.
CAUTION: Form W-8 does not exempt the payee from the 30% (or lower treaty)
nonresident withholding rates.
NONRESIDENT ALIEN INDIVIDUAL
For income tax purposes, "nonresident alien individual" means an individual who
is neither a U.S. citizen nor resident. Generally, an alien is considered to be
a U.S. resident if:
. The individual was a lawful permanent resident of the United States at any
time during the calendar year, that is, the alien held an immigrant visa (a
"green card"), or
. The individual was physically present in the United States on:
(1) at least 31 days during the calendar year, and
(2) 183 days or more during the current year and the 2 preceding calendar
years (counting all the days of physical presence in the current year, one-
third the number of days of presence in the first preceding year, and only one-
sixth of the number of days in the second preceding year).
See PUB. 519, U.S. Tax Guide for Aliens, for more information on resident and
nonresident alien status.
NOTE: If you are a nonresident alien individual married to a U.S. citizen or
resident and have made an election under section 6013(g) or (h), you are
treated as a U.S. resident and MAY NOT use Form W-8.
EXEMPT FOREIGN PERSON
For purposes of this form, you are an "exempt foreign person" for a calendar
year in which:
1. You are a nonresident alien individual or a foreign corporation,
partnership, estate, or trust,
2. You are an individual who has not been, and plans not to be, present in the
United States for a total of 183 days or more during the calendar year, and
3. You are neither engaged, nor plan to be engaged during the year, in a U.S.
trade or business that has effectively connected gains from transactions with a
broker or barter exchange.
If you do not meet the requirements of 2 or 3 above, you may instead certify
on FORM 1001, Ownership, Exemption, or Reduced Rate Certificate, that your
country has a tax treaty with the United States that exempts your transactions
from U.S. tax.
FILING INSTRUCTIONS
WHEN TO FILE.--File Form W-8 or substitute form before a payment is made.
Otherwise, the payer may have to withhold and send part of the payment to the
Internal Revenue Service (see BACKUP WITHHOLDING below) This certificate
generally remains in effect for three calendar years. However, the payer may
require you to file a new certificate each time a payment is made to you.
WHERE TO FILE.--File this form with the payer of the qualifying income who is
the withholding agent (see WITHHOLDING AGENT on page 2). Keep a copy for your
own records.
BACKUP WITHHOLDING
A U.S. taxpayer identification number or Form W-8 or substitute form must be
given to the payers of certain income. If a taxpayer identification number or
Form W-8 or substitute form is not provided or the wrong taxpayer
identification number is provided, these payers may have to withhold 20% of
each payment or transaction. This is called backup withholding.
NOTE: On January 1, 1993, the backup withholding rate increases from 20% to
31%.
Reportable payments subject to backup withholding rules are:
. Interest payments under section 6049(a)
. Dividend payments under sections 6049(a) and 6044.
. Other payments (i.e., royalties and payments from brokers and barter
exchanges) under sections 6041, 6041A(a), 6045, 6050A, and 6050N.
If backup withholding occurs, an exempt foreign person who is a nonresident
alien individual may get a refund by filing FORM 1040NR, U.S. Nonresident Alien
Income Tax Return, with the Internal Revenue
(Continued on back.)
- --------------------------------------------------------------------------------
Cat. No. 10230M Form W-8 (Rev. 11-92)
PLEASE PRINT OR TYPE
<PAGE>
FORM W-8.
Form W-8 (Rev. 11-92) Page 2
- --------------------------------------------------------------------------------
Service Center. Nonresident Aliens and separate Form W-8 with
Philadelphia, PA 19255 Foreign each payer.
even if filing the Corporations, for SIGNATURE.--If only one
return is not otherwise rEGISTERED OBLIGATIONS foreign person owns the
required. TARGETED TO FOREIGN account(s) listed on
MARKETS and when Form W- this form, that foreign
U.S. TAXPAYER 8 or substitute form is person should sign the
IDENTIFICATION NUMBER not required on these Form W-8.
payments. If each owner of a
The Internal Revenue law BEARER OBLIGATIONS.-- joint account is a
requires that certain The interest from bearer foreign person, EACH
income be reported to obligations targeted to should sign a separate
the Internal Revenue foreign markets is Form W-8.
Service using a U.S. treated as portfolio NOTICE OF CHANGE IN
taxpayer identification interest and is not STATUS.--If you become a
number (TIN). This subject to 30% U.S. citizen or resident
number can be a social withholding. Form W-8 or after you have filed
security number assigned substitute form is not Form W-8 or substitute
to individuals by the required. form, or you cease to be
Social Security DIVIDENDS.--Any an exempt foreign
Administration or an distribution or payment person, you must notify
employer identification of dividends by a U.S. the payer in writing
number assigned to corporation sent to a within 30 days of your
businesses and other foreign address is change in status.
entities by the Internal subject to the 30% (or To notify the payer,
Revenue Service. lower treaty) you may check the box in
Payments to account withholding rate, but is the space provided on
holders who are foreign not subject to backup this form or use the
persons (nonresident withholding. Also, there method prescribed by the
alien individuals, is no backup withholding payer.
foreign corporations, on dividend payments Reporting will then
partnerships, estates, made to a foreign person begin on the account(s)
or trusts) generally are by a foreign listed and backup
not subject to U.S. corporation. However, withholding may also
reporting requirements. the 30% withholding (or begin unless you certify
Also, foreign persons lower treaty) rate to the payer that:
are not generally applies to dividend (1) The U.S. taxpayer
required to have a TIN, payments made to a identification number
nor are they subject to foreign person by a you have given is
any backup withholding foreign corporation if: correct, AND
because they do not . 25% or more of the (2) The Internal
furnish a TIN to a payer foreign corporation's Revenue Service has not
or broker. gross income for the notified you that you
However, foreign three preceding taxable are subject to backup
persons with income years was effectively withholding because you
effectively connected connected with a U.S. failed to report certain
with a trade or business trade or business, and income.
in the United States . The corporation was You may use FORM W-9,
(income subject to not subject to the Request for Taxpayer
regular (graduated) branch profits tax Identification Number
income tax), must have a because of an income tax and Certification, to
TIN. To apply for a TIN, treaty (see section make these
use Form SS-4, 884(e)). certifications.
Application for Employer If a foreign If an account is no
Identification Number, corporation makes longer active, you do
available from local payments to another not have to notify a
Internal Revenue Service foreign corporation, the payer of your change in
offices, or Form SS-5, recipient must be a status unless you also
Application for a Social qualified resident of have another account
Security Card, available its country of residence with the same payer that
from local Social to benefit from that is still active.
Security Administration country's tax treaty. FALSE CERTIFICATE.--If
offices. BROKER OR BARTER you file a false
EXCHANGES.--Income from certificate when you are
SPECIAL RULES transactions with a not entitled to the
MORTGAGE INTEREST.--For broker or barter exemption from
purposes of the exchanges is subject to withholding or
reporting rules, reporting rules and reporting, you may be
mortgage interest is backup withholding subject to fines and/or
interest paid on a unless Form W-8 or imprisonment under U.S.
mortgage to a person substitute form is filed perjury laws.
engaged in a trade or to notify the broker or INSTRUCTIONS TO
business originating barter exchange that you WITHHOLDING AGENTS
mortgages in the course are an exempt foreign
of that trade or person as defined on
business. A mortgage page 1.
interest recipient is SPECIFIC INSTRUCTIONS
one who receives NAME OF OWNER.--If Form WITHHOLDING AGENT.--
interest on a mortgage W-8 is being filed for Generally, the person
that was acquired in the portfolio interest, responsible for payment
course of a trade or enter the name of the of the items discussed
business. beneficial owner. above to a nonresident
U.S. TAXABLE alien individual or
IDENTIFICATION NUMBER.-- foreign entity is the
If you have a U.S. withholding agent (see
taxpayer identification Pub. 515).
number, enter your RETENTION OF
number in this space STATEMENT.--Keep Form W-
(see the discussion 8 or substitute form in
Mortgage interest is earlier). your records for at
not subject to backup PERMANENT ADDRESS.-- least four years
withholding rules, but Enter your complete following the end of the
is subject to reporting address in the country last calendar year
requirements under where you reside during which the payment
section 6050H. permanently for income is paid or collected.
Generally, however, the tax purposes. PORTFOLIO INTEREST.--
reporting requirements Although registered
do not apply if the IF YOU ARE: obligations NOT targeted
payer of record is a to foreign markets are
nonresident alien not subject to 30%
individual who pays withholding, you must
interest on a mortgage file FORM 1042S, Foreign
not secured by real Person's U.S. Source
property in the United Income Subject to
States. Use Form W-8 or Withholding, to report
substitute form to the interest payment.
notify the mortgage Both Form 1042S and a
interest recipient that copy of Form W-8 or
the payer is a substitute form must be
nonresident alien attached to FORM 1042,
individual. Annual Withholding Tax
Return for U.S. Source
Income of Foreign
Persons.
SHOW THEADDRESS OF:
An individualYour permanent residence
A partnership or
corporation
Principal office
PORTFOLIO INTEREST.--
Generally, portfolio An estate or trust
interest paid to a Permanent residence or
nonresident alien principal office of any
individual or foreign fiduciary
partnership, estate, or
trust is not subject to
backup withholding
rules. However, if
interest is paid on
portfolio investments to
a beneficial owner that
is neither a financial
institution nor a member
of a clearing
organization, Form W-8
or substitute form is
required.
Also show your current
mailing address if it
differs from your
permanent address.
ACCOUNT INFORMATION
(OPTIONAL).--If you have
MORE THAN ONE ACCOUNT
(savings, certificate of
deposit, pension, IRA,
etc.) with the same
payer, list all account
numbers and types on one
Form W-8 or substitute
REGISTERED OBLIGATIONS form unless your payer
NOT TARGETED TO FOREIGN requires you to file a
MARKETS qualify as separate certificate for
portfolio interest not each account.
subject to 30% If you have MORE THAN
withholding, but require ONE PAYER, file a
the filing of Form W-8
or substitute form. SEE
INSTRUCTIONS TO
WITHHOLDING AGENTS on
this page for reporting
rules.
SEE PUB. 515,
Withholding of Tax on
<PAGE>
EXHIBIT (A)(17)
THIS CONVERSION AND TENDER REQUEST AND ALL REQUIRED SHARE CERTIFICATES AND
DOCUMENTS MUST BE RECEIVED BY R.M. TRUST CO., WHICH IS ACTING AS THE RECEIVING
AGENT FOR ALEXANDER & ALEXANDER SERVICES INC. AND FIRST CHICAGO TRUST COMPANY
OF NEW YORK, ON OR BEFORE JANUARY 14, 1997 (UNLESS EXTENDED) (THE "EXPIRATION
DATE").
CONVERSION AND TENDER REQUEST
TO: ALEXANDER & ALEXANDER SERVICES INC. (the "Company")
AND THE FIRST CHICAGO TRUST COMPANY OF NEW YORK (the "Depositary")
The undersigned holder of the Class C Common Stock, par value $1.00 per
share, of the Company described below ("Class C Shares") hereby (i) requests
conversion of such Class C Shares pursuant to the Charter of the Company into
an equal number of Common Stock, par value $1.00 per share, and associated
preferred stock purchase rights ("Common Shares"), of the Company, and (ii)
tenders the Common Shares received upon such conversion pursuant to the Offer
(as defined below), in each case on the terms and conditions set forth below:
1. The undersigned hereby requests conversion of the Class C Shares
described below, and requests that such conversion be effected on the date
(the "Conversion Date") Subsidiary Corporation, Inc., a Maryland
corporation (the "Offeror") and a wholly owned subsidiary of Aon
Corporation, first accepts for payment Common Shares pursuant to the
Offeror's offer to purchase all of the outstanding Common Shares at a
purchase price of U.S. $17.50 per Common Share, net to seller in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated 16 December 1996 (the "Offer to Purchase"), receipt of which is
hereby acknowledged, and the related Letter of Transmittal (which together
with the Offer to Purchase constitute the "Offer"), and contemporaneously
therewith, provided that if the Conversion Date does not occur prior to
12:00 midnight (New York time) on 1 April 1997, such Class C Shares shall
be returned to the undersigned. The undersigned may withdraw this
Conversion and Tender Request prior to the purchase of the Common Shares by
contacting the Company c/o First Chicago Trust Company of New York.
2. The undersigned hereby tenders to the Offeror pursuant to the Offer
all Common Shares received upon the conversion of the Class C Shares
tendered hereby. The undersigned is entitled to the withdrawal rights
described in the Offer to Purchase.
3. Subject to and effective upon conversion of the Class C Shares
tendered hereby, the undersigned hereby appoints the Depositary the true
and lawful agent and attorney-in-fact of the undersigned with respect to
the Common Shares received upon such conversion so that such Common Shares
may be tendered under the Offer. Such power of attorney is coupled with an
interest and is irrevocable.
4. Subject to and effective upon acceptance for payment of and payment
for the Common Shares tendered hereby, the undersigned hereby sells,
assigns and transfers to or upon the order of the Offeror all right, title
and interest in and to all the Common Shares that are being tendered hereby
(and any and all other Common Shares or other securities issued or issuable
in respect thereof on or after 11 December 1996) and appoints the
Depositary the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Common Shares (and all such other Common
Shares or securities), with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest),
to (a) deliver certificates for such Common Shares (and all such other
Common Shares or securities), together with all accompanying evidences of
transfer and authenticity, to or upon the order of the Offeror, (b) present
such Common Shares (and all such other Common Shares or securities) for
transfer on the books of the Company and (c) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Common Shares
(and all such other Common Shares or securities), all in accordance with
the terms of the Offer.
<PAGE>
5. The undersigned hereby irrevocably appoints each designee of the
Offeror as the attorney-in-fact and proxy of the undersigned, each with
full power of substitution, to exercise all voting and other rights of the
undersigned in such manner as each such attorney and proxy or his
substitute shall in his sole judgment deem proper, with respect to all of
the Common Shares tendered hereby which have been accepted for payment by
the Offeror prior to the time of any vote or other action (and any and all
other Common Shares or other securities or rights issued or issuable in
respect of such Common Shares on or after 11 December 1996) at any meeting
of holders of Common Shares (whether annual or special and whether or not
an adjourned meeting) or otherwise. This proxy is irrevocable and is
granted in consideration of, and is effective upon, the acceptance for
payment of such Common Shares by the Offeror in accordance with the terms
of the Offer.
6. The undersigned hereby represents and warrants that the undersigned
has full power and authority to request conversion of the Class C Shares
tendered hereby and to tender the Common Shares received upon such
conversion pursuant to the Offer. The Class C Shares tendered hereby for
conversion are free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claims and, when accepted for
payment by the Offeror, the Offeror will acquire good and unencumbered
title to the Common Shares tendered hereby free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse
claims. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Company, the Offeror or the Depositary
to be necessary or desirable to complete the conversion of the Class C
Shares tendered hereby or the transfer of the Common Shares tendered
hereby.
7. The undersigned acknowledges that upon the conversion of the Class C
Shares, the dividend shares of 2 pence each (the "Dividend Shares") of
Alexander & Alexander Services UK plc ("A&A UK") related to the Class C
Common Shares will be automatically redeemed by A&A UK at their par value
of 2 pence per share.
8. All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.
<PAGE>
DESCRIPTION OF CLASS C SHARES REQUESTED TO BE CONVERTED
- ----------------------------------------
SHARES REQUESTED TO BE CONVERTED
(ATTACH ADDITIONAL LIST, IF NECESSARY)
[/TABLE]
<TABLE>
<CAPTION>
NAME(S) AND
ADDRESS(ES)
OF
REGISTERED NUMBER OF
HOLDER(S) NUMBER OF SHARES
(PLEASE SHARE SHARES REQUESTED TO
FILL IN, IF CERTIFICATE REPRESENTED BY BE
BLANK) NUMBER(S)** CERTIFICATE(S)** CONVERTED***
<S> <C> <C> <C>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
</TABLE>
Total
Shares
- --------------------------------------------------------------------------------
* All Common Shares issued upon conversion pursuant to this Conversion and
Tender Request will be tendered pursuant to the Offer.
** Need not be completed by stockholders tendering by book-entry transfer.
***Unless otherwise indicated, it will be assumed that all Class C Shares
represented by any certificates delivered to the Company c/o the
Depositary are being requested to be converted. See Instruction 4.
[_]
CHECK HERE IF CLASS C SHARES TENDERED FOR CONVERSION ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE DEPOSITORY TRUST
COMPANY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution ______________________________________________
Account No. _____________________________________________________________ at
Transaction Code No. _______________________________________________________
<PAGE>
SIGNED, DELIVERED AND EXECUTED AS A DEED BY:
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Signature(s) of Owner(s)
---------------------------------------------------------------------------
Name(s) ___________________________________________________________________
---------------------------------------------------------------------------
Capacity (full title) _____________________________________________________
Address ___________________________________________________________________
---------------------------------------------------------------------------
---------------------------------------------------------------------------
(Include Postal Code)
---------------------------------------------------------------------------
Area Code and Telephone Number ____________________________________________
Taxpayer Identification Number ____________________________________________
Dated: _____________________________________________________________ , 199^
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
share certificate(s) or on a security position listing or by the person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, agent, officer of a corporation
or other person acting in a fiduciary or representative capacity, please
set forth full title and see Instruction 4.)
WITNESSED BY
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Signature(s)
---------------------------------------------------------------------------
Name(s) ___________________________________________________________________
Address ___________________________________________________________________
---------------------------------------------------------------------------
Occupation ________________________________________________________________
<PAGE>
INSTRUCTIONS
1. Signatures. You should execute this Conversion and Tender Request by
signing it and, in the case of a joint holding, arrange for all other joint
holders to do likewise. Each holder must sign in the presence of an
independent witness who should also sign where indicated. The witness must be
over 18 years of age and must not be one of the joint registered holders or
otherwise have any financial interest in the Class C Shares or in the proceeds
resulting from the same. The same witness may witness each signature of the
joint holders. If the conversion and tender is not made by the registered
holder(s), insert the name(s) and capacity (e.g. executor) of the person(s)
making the conversion and tender. A company may either execute under seal, the
seal being affixed and witnessed in accordance with its Articles of
Association or other regulations or, if applicable, in accordance with section
36A or 36B of the Companies Act 1985. This Conversion and Tender Request shall
take effect as a deed executed by you and any joint holders. See Instruction
4.
2. Delivery of Conversion and Tender Request and Class C Shares. This
Conversion and Tender Request is to be used either if certificates are to be
forwarded herewith or if the delivery of Class C Shares and related Dividend
Shares is to be made by book-entry transfer. Certificates for all physically
delivered Class C Shares and related Dividend Shares, or a confirmation of a
book-entry transfer into the Depositary's account at The Depository Trust
Company (the "Book-Entry Transfer Facility") of all Class C Shares and related
Dividend Shares delivered electronically, as well as a properly completed and
duly executed Conversion and Tender Request (or a manually signed facsimile
thereof) and any other documents required by this Conversion and Tender
Request, or an Agent's Message in the case of a book-entry delivery, must be
received by the Depositary at one of its addresses set forth below prior to
the Expiration Date. ("Agent's Message" means a message transmitted by Book-
Entry Transfer Facility to, and received by, the Depositary and forming part
of a Book-Entry Confirmation, which states that such Book-Entry Transfer
Facility has received an express acknowledgement from the participant in such
Book-Entry Transfer Facility tendering the Class C Shares and related Dividend
Shares for conversion that such participant has received and agrees to be
bound by the terms of the Conversion and Tender Request and that the Company
may enforce such agreement against the participant.)
The method of delivery of Class C Shares, the Conversion and Tender Request
and all other required documents, including delivery through a Book-Entry
Transfer Facility, is at the option and risk of the tendering stockholder. If
delivery is by mail, registered mail with return receipt request, properly
insured, is recommended.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Class C Shares should be listed on a
separate schedule attached hereto.
4. Signatures on Conversion and Tender Request; Stock Powers and
Endorsements. If this Conversion and Tender Request is signed by the
registered holder(s) of the Class C Shares tendered hereby, the signature(s)
must correspond with the name(s) as written on the face of the certificates
without alteration, enlargement or any change whatsoever.
If any of the Class C Shares tendered hereby are held of record by two or
more persons, all such persons must sign this Conversion and Tender Request.
If any of the Class C Shares tendered hereby are registered in different
names on different certificates, it will be necessary to complete, sign and
submit as many separate Conversion and Tender Requests as there are different
registrations of certificates.
If this Conversion and Tender Request is signed by the registered holder(s)
of the Class C Shares tendered for conversion hereby, no endorsements of
certificates or separate stock powers are required.
If this Conversion and Tender Request is signed by a person other than the
registered holder(s) of the Class C Shares tendered hereby, the certificate
must be endorsed or accompanied by appropriate stock powers, in either case,
signed exactly as the name(s) of the registered holder(s) appear(s) on the
certificates for such Class C Shares.
<PAGE>
If this Conversion and Tender Request or any certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to the Company of the authority of such person so
to act must be submitted.
5. Requests for Assistance or Additional Copies. Requests for assistance or
additional copies of this Conversion and Tender Request may be obtained from
the Information Agent or the Dealer Manager at their respective addresses or
telephone numbers set forth below.
6. Backup Withholding. Holders that are not United States citizens or United
States resident aliens must submit a completed IRS Form W-8 to avoid 31%
backup withholding. A copy of IRS Form W-8 has been mailed with this
Conversion and Tender Request. Each holder that is a United States person or
resident alien must provide the Depositary with such holder's correct Taxpayer
Identification Number on Substitute Form W-9 to avoid 31% backup withholding,
unless an exemption applies. An IRS Substitute Form W-9 may be obtained by
contacting the Information Agent or the Dealer Manager at their respective
addresses or telephone numbers set forth below.
The Information Agent for the Offer is:
LOGO
MOORE HOUSE WALL STREET PLAZA
17TH FLOOR NEW YORK, NEW YORK 10005
119 LONDON WALL Banks and Brokers Call Collect: (212)
LONDON EC2Y SET 440-9800
ENGLAND All Others Call Toll-Free: 1-800-223-
44-171-454-7100 2064
The Dealer Manager for the Offer is:
LAZARD FRERES & CO. LLC
30 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10020
(212) 632-6717
The Depositary for the Conversion and the Offer is:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
If in the United Kingdom to:
By Mail, Hand or Overnight Courier:
R.M. Trust Co.
Balfour House
390-398 High Road
Ilford
Essex
IG1 1NQ
England
If in the United States
to:
By Mail: By Hand: By Overnight Courier:
Tenders & Exchanges First Chicago Trust Tenders & Exchanges
P.O. Box 2569--Suite Company of New York 14 Wall Street
4660-ALEX Tenders & Exchanges 8th Floor--Suite 4680-
Jersey City, New Jersey c/o The Depository Trust ALEX
07303-2569 Company New York, New York
55 Water Street, DTC TAD 10005
Vietnam Veterans Memorial
Plaza
New York, New York 10041
<PAGE>
EXHIBIT (A)(18)
ALEXANDER & ALEXANDER SERVICES INC.
24 December 1996
Dear Holder of Class C Common Stock:
I am pleased to inform you that on 11 December 1996, Alexander & Alexander
Services Inc. ("Alexander & Alexander") entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Aon Corporation ("Aon") and Subsidiary
Corporation, Inc. (the "Offeror"), a wholly owned subsidiary of Aon. Pursuant
to the Merger Agreement, the Offeror commenced a tender offer to purchase all
outstanding shares of Alexander & Alexander's Common Stock, par value $1.00
per share, and associated preferred stock purchase rights (the "Common
Shares"), for US $17.50 per share in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated 16 December 1996 (the
"Offer to Purchase"), and the related Letter of Transmittal (which together
constitute the "Offer"). Copies of the Offer to Purchase and Letter of
Transmittal are enclosed. The Letter of Transmittal has been provided to you
for information purposes only and should not be completed. Under the Merger
Agreement, the tender offer will be followed by a merger in which any
remaining Common Shares and shares of Class C Common Stock, par value $1.00
per share, and associated preferred stock purchase rights (the "Class C
Shares"), of Alexander & Alexander, together with the related dividend shares
of 2 pence each (the "Dividend Shares") in Alexander & Alexander Services UK
plc (other than shares held by dissenting stockholders, if applicable) will be
converted into the same consideration as is paid in the Offer.
Your shares of Class C Shares are intended to represent the economic
equivalent of an equal number of Common Shares. In order for you to
participate in the Offer, it will be necessary for you to (a) request the
conversion of your Class C Shares into Common Shares on a one-for-one basis,
and (b) tender the Common Shares received upon such conversion pursuant to the
Offer. You may do this by properly completing and executing the enclosed
Conversion and Tender Request and transmitting the certificate representing
your Class C Shares and the related Dividend Shares.
Your request for conversion will be effected contemporaneously with the
Offeror's first acceptance for payment of Common Shares pursuant to the Offer.
If your request for conversion has not been effected prior to 12:00 midnight
(New York time) on 1 April 1997, your Class C Shares will be returned to you.
You may also withdraw your Conversion and Tender Request prior to the purchase
of the Common Shares. In addition, you are entitled to withdrawal rights
described in the Offer to Purchase under "Withdrawal Rights".
The Board of Directors of Alexander & Alexander recommends that holders of
Class C Shares convert such shares and tender the Common Shares received on
such conversion in acceptance of the Offer. The Board of Directors of
Alexander & Alexander unanimously has approved the Merger Agreement, the Offer
and the merger, has determined that the terms of each of the Offer and merger
are fair to and in the best interests of Alexander & Alexander's common
stockholders, and recommends that the Alexander & Alexander's common
stockholders accept the Offer.
In arriving at its recommendation, the Board of Directors of Alexander &
Alexander gave careful consideration to a number of factors which are
described in the enclosed materials, including, among other things, the
opinion of CS First Boston Corporation, Alexander & Alexander's financial
advisor, that the cash consideration of US $17.50 per share to be received by
the holders of Common Shares pursuant to the Offer and the merger is fair to
such common stockholders from a financial point of view.
<PAGE>
Accompanying this letter is a copy of a letter from Alexander & Alexander UK
plc, the Alexander & Alexander Services Inc. Solicitation/Recommendation
Statement as well as the Offer to Purchase and related materials, including a
form of Conversion and Tender Request for use in requesting conversion of
Class C Shares you own and tendering Common Shares received upon such
conversion. We urge you to read the enclosed materials carefully. The
management and directors of Alexander & Alexander thank you for the support
you have given the Company.
If you have any questions with respect to the foregoing matters, please
contact the Information Agent, Georgeson & Company Inc., at 44-171-454-7100.
If you wish to participate in the Offer, please complete and send the
documentation referred to above in the prepaid envelope to R.M. Trust Co.,
which is acting as the receiving agent for Alexander & Alexander and First
Chicago Trust Company of New York.
Sincerely,
Frank G. Zarb
Chairman of the Board, President &
Chief Executive Officer
<PAGE>
EXHIBIT (A)(19)
ALEXANDER & ALEXANDER SERVICES UK PLC
8 Devonshire Square
London EC2M 4PL
Telephone: 0171-623-5500
Facsimile: 0171-621-1511
ALEXANDER & ALEXANDER SERVICES UK PLC
24 December 1996
Dear Shareholder,
I am pleased to inform you that on 11 December 1996, the parent of Alexander
& Alexander Services UK plc ("Alexander & Alexander UK"), Alexander &
Alexander Services Inc. ("Alexander & Alexander Inc.") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Aon Corporation
("Aon") and Subsidiary Corporation, Inc. (the "Offeror"), a wholly owned
subsidiary of Aon. Pursuant to the Merger Agreement, the Offeror commenced a
tender offer on 16 December 1996 to purchase all outstanding shares of
Alexander & Alexander's Common Stock, par value $1.00 per share, and
associated preferred stock purchase rights (the "Common Shares"), for $17.50
per share in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated 16 December 1996 (the "Offer to Purchase") and in
the related Letter of Transmittal (which together constitute the "Offer").
Under the Merger Agreement, the Offer will be followed by a merger in which
any remaining Common Shares and shares of Class C Common Stock, par value
$1.00 per share, and associated preferred stock purchase rights (the "Class C
Shares"), of Alexander & Alexander Inc., together with the related dividend
shares of 2 pence each (the "Dividend Shares") in Alexander & Alexander UK
(other than shares held by dissenting stockholders, if applicable) will be
converted into the same consideration as is paid in accordance with the terms
of the Offer.
As a holder of Class C Common Shares you may convert your shares into Common
Shares. Your Class C Shares are stapled to Dividend Shares in Alexander &
Alexander UK and the conversion of the Class C Shares will result in the
automatic mandatory redemption by Alexander & Alexander UK of the Dividend
Shares at their par value of 2 pence per share.
Your Board of Directors believes that the terms of the Offer are fair to and
in the best interests of holders of Dividend Shares. Your Board recommends
that as holders of Alexander & Alexander UK's Dividend Shares you convert your
Class C Shares and tender the Common Shares received on such conversion
pursuant to the Offer. Alexander & Alexander UK will pay holders of Dividend
Shares 2 pence per Dividend Share after the Class C Shares are converted.
If you decide to convert your Class C Shares and accept the Offer, you
should complete and sign the Conversion and Tender Request and send it to R.M.
Trust Co., which is acting as the receiving agent for Alexander & Alexander
Inc. and First Chicago Trust Company of New York, in the prepaid envelope
provided with this pack together with your stock certificate in respect of the
Class C Shares and the related Dividend Shares.
Yours faithfully,
R. A. Iles
Chairman
