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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 15, 1997
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ALEXANDER & ALEXANDER SERVICES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 1-8282 52-0969822
(STATE OR OTHER (COMMISSION) (I.R.S. EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
ORGANIZATION)
1185 AVENUE OF THE AMERICAS 10036
NEW YORK, NEW YORK (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
(212) 444-4500
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On January 15, 1997, Subsidiary Corporation, Inc. ("Purchaser"), a Maryland
corporation and a wholly owned subsidiary of Aon Corporation ("Aon"), a
Delaware corporation, consummated its cash tender offer (the "Offer") for all
the outstanding shares of Common Stock, par value $1.00 per share (the "Common
Stock"), and associated preferred stock purchase rights (collectively, the
"Shares"), of Alexander & Alexander Services Inc. ("A&A"), a Maryland
corporation, at a price of $17.50 net cash per Share. Pursuant to the Offer,
Purchaser acquired approximately 44,293,552 Shares, or 97% of the outstanding
Shares. All Shares validly tendered and not withdrawn before expiration of the
Offer at 12:00 midnight, New York City time, on January 14, 1997, were
accepted for payment, including approximately 1,846,882 Shares tendered
pursuant to guaranteed delivery procedures. The Offer was made pursuant to the
Agreement and Plan of Merger, dated December 11, 1996, as amended (the "Merger
Agreement"), among Aon, Purchaser and A&A. A copy of the press release of Aon
announcing the acquisition of the Shares is filed as Exhibit (c)(1) to this
Form 8-K.
On December 11, 1996, Aon and American International Group, Inc. ("AIG")
entered into the Stock Purchase and Sale Agreement ("Stock Purchase and Sale
Agreement"). Pursuant to the Stock Purchase and Sale Agreement, Aon agreed to
buy and AIG agreed to sell for $317.5 million, plus accrued dividends, all
outstanding shares of 8% Series B Cumulative Convertible Preferred Stock, par
value $1.00 per share (the "Series B Preferred Stock"), of the Company. On
January 17, 1997, Aon purchased all 4,846,232 shares of Series B Preferred
Stock. Each share of Series B Preferred Stock is currently convertible into
approximately 2.94 shares of Class D Common Stock of the Company, which Class
D Common Stock is exchangeable for Common Stock on a share-for-share basis.
The Merger Agreement provides for the Offer to be followed by a merger of
Purchaser into A&A, pursuant to which all remaining Shares (other than stock
of A&A owned by A&A, Aon or any of their respective subsidiaries and stock as
to which appraisal rights are available and properly exercised under Maryland
law) will be converted into a right to receive $17.50 cash per share (the
"Merger"). A special meeting of A&A's stockholders will be held on or about
February 18, 1997 to vote upon the Merger. Pursuant to the provisions of A&A's
Charter and applicable Maryland corporation law, the affirmative vote of the
holders of a majority of the voting power of the outstanding shares of Common
Stock, Class A Common Stock, par value $.00001 per share, of the Company (the
"Class A Stock"), Class C Common Stock, par value $1.00 per share (the "Class
C Stock" and, together with the Common Stock and the Class A Stock, the
"Common Capital Stock"), of the Company and the Series B Preferred Stock,
voting together as a single class, is required for approval of the Merger.
Because Aon and Purchaser own all of the Series B Preferred Stock and 97% of
the outstanding shares of Common Capital Stock, Aon and Purchaser have the
ability to approve the Merger without the vote of any other stockholder. The
Merger Agreement obligates Aon to cause all the capital stock of the Company
owned by Aon and its subsidiaries to be voted in favor of the Merger. The
Merger will be effected promptly after stockholder approval of the Merger.
Purchaser's payment of approximately $775 million for the aggregate purchase
price of the Shares purchased by Purchaser in the Offer was funded with
capital contributions to Purchaser by Aon. Aon derived the funds necessary for
such capital contribution and the funds necessary to purchase the Series B
Preferred Stock from cash on hand, the proceeds from the sale of commercial
paper and fixed maturities and the proceeds of a preferred equity financing.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS:
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(1) Press release of Aon dated January 15, 1997.
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<C> <S>
(2) Agreement and Plan of Merger, dated as of December 11, 1996, among
Aon, Purchaser and A&A. (Incorporated by reference from Exhibit 2 to
A&A's Solicitation/Recommendation Statement on Schedule 14D-9 filed
by A&A with the Securities and Exchange Commission ("SEC") on
December 16, 1996 (the "Schedule 14D-9")).
(3) Stock Purchase and Sale Agreement, dated as of December 11, 1996,
between Aon and AIG. (Incorporated by reference from Exhibit 3 to the
Schedule 14D-9).
(4) First Amendment to Agreement and Plan of Merger, dated as of January
7, 1997, among Aon, Purchaser and A&A. (Incorporated by reference
from Exhibit 8 to Amendment No. 1 to the Schedule 14D-9 filed by A&A
with the SEC on January 9, 1997).
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED HEREUNTO DULY AUTHORIZED.
Alexander & Alexander Services Inc.
/s/ Albert A. Skwiertz, Jr.
By: _________________________________
Name: Albert A. Skwiertz, Jr.
Title: Senior Vice President and
General Counsel
DATE: January 29, 1997
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INDEX TO EXHIBITS
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EXHIBIT NO. PAGE
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(c)(1) Press release of Aon dated January 15, 1997. 1
(c)(2) Agreement and Plan of Merger, dated as of December 11,
1996, among Aon, Purchaser and A&A. (Incorporated by
reference from Exhibit 2 to A&A's
Solicitation/Recommendation Statement on Schedule 14D-9
filed by A&A with the Securities and Exchange Commission
("SEC") on December 16, 1996 (the "Schedule 14D-9")). *
(c)(3) Stock Purchase and Sale Agreement, dated as of December 11,
1996, between Aon and AIG. (Incorporated by reference from
Exhibit 3 to the Schedule 14D-9). *
(c)(4) First Amendment to Agreement and Plan of Merger, dated as
of January 7, 1997, among Aon, Purchaser and A&A.
(Incorporated by reference from Exhibit 8 to Amendment No.
1 to the Schedule 14D-9 filed by A&A with the SEC on
January 9, 1997). *
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* Incorporated by reference.
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Exhibit (c)(1)
Aon FOR IMMEDIATE RELEASE
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Aon Corporation FOR FURTHER INFORMATION CONTACT:
123 North Wacker Drive William J. Fasel
Chicago, Illinois 60606 Director, Financial Relations
312.701.3000 312.701.3983
Aon Announces Close of Tender Offer for Alexander & Alexander
Chicago, IL. -- January 15, 1997 -- Aon Corporation (Aon) announced today
that it has accepted shares tendered pursuant to a tender offer for all
outstanding shares of Common Stock, par value $1.00 per share, of Alexander &
Alexander Services Inc. (A&A).
Aon was advised by First Chicago Trust Company of New York, the depositary
for the offer, that as of the expiration of the offer at 12:00 midnight (EST),
on Tuesday, January 14, 1997, approximately 44 million shares of A&A Common
Stock (approximately 99% of the outstanding shares of A&A Common Stock) have
been validly tendered and not withdrawn. All conditions to the closing of the
purchase of the shares tendered pursuant to the offer have been satisfied.
Patrick G. Ryan, chairman and chief executive officer of Aon, stated, "We
are pleased that our tender offer for A&A has been successfully completed in
keeping with our originally Scheduled timetable. A&A is a great franchise and a
natural fit with Aon, which will benefit all of our clients."
The tendered shares will be purchased by an Aon subsidiary. It is expected
that such subsidiary will be merged into A&A, with each share of A&A not
tendered being converted into the right to receive $17.50 in cash following
consummation of the merger.
Also, as previously indicated, on Friday, January 17, 1997, Aon will be
acquiring A&A's Series B preferred shares held by subsidiaries of American
International Group, Inc.
Aon Corporation is an insurance services holding company that comprises a
family of insurance brokerage, consulting and consumer insurance companies.
Aon's common stock (Symbol AOC) is listed on the New York, Chicago and London
stock exchanges.
Alexander & Alexander Services Inc. is a holding company which, through its
subsidiaries, provides professional risk management consulting, insurance
brokerage and human resource management consulting services on a global basis.
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