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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 25049
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)(*)
ALEXANDER & ALEXANDER SERVICES INC.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
014476105
(CUSIP Number)
Florence A. Davis -
Vice President and General Counsel
American International Group, Inc.
70 Pine Street
New York, New York 10270
(212) 770-5457
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 17, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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Item 1. Security and Issuer
This Amendment No. 4 to Schedule 13D relates to the common stock,
$1.00 par value per share (the "Common Stock"), of Alexander & Alexander
Services Inc., a Maryland corporation (the "Company"). Capitalized terms used
herein without definition shall have the meanings given to such terms in the
Schedule 13D relating to the Common Stock filed by the Reporting Persons with
the Securities and Exchange Commission on July 15, 1994 (the "Schedule 13D").
Item 5. Interests in Securities of the Issuer
Item 5 is amended by adding the following:
"On January 17, 1997, pursuant to a Stock Purchase and Sale
Agreement dated December 11, 1996 between AIG and Aon Corporation, a
Delaware corporation ("Aon"), AHAC, CIIC and ICP sold all of the Preferred
Shares to Aon for a purchase price of $317,500,000 in cash plus a cash
amount equal to all accrued and unpaid dividends on the Preferred Shares
as of such date.
As of such date, AIG and the Purchasers ceased to beneficially own
five percent (5%) or greater of any class of securities of the Company."
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SIGNATURE
After reasonable 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: January 20, 1997
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Edward E. Matthews
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Name: Edward E. Matthews
Title: Vice Chairman
AMERICAN HOME ASSURANCE COMPANY
By: /s/ Edward E. Matthews
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Name: Edward E. Matthews
Title: Senior Vice President
COMMERCE AND INDUSTRY INSURANCE
COMPANY
By: /s/ Edward E. Matthews
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Name: Edward E. Matthews
Title: Senior Vice President
THE INSURANCE COMPANY OF THE STATE
OF PENNSYLVANIA
By: /s/ Edward E. Matthews
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Name: Edward E. Matthews
Title: Senior Vice President