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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
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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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 (as amended, 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. 2. Capitalized terms not defined herein shall have
the meanings assigned thereto in the Statement.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(b) On January 7, 1997, the Agreement and Plan of Merger, dated as of
December 11, 1996 (the "Merger Agreement"), among the Parent, the Offeror and
the Company, was amended in certain technical respects. A copy of the First
Amendment to Agreement and Plan of Merger, dated as of January 7, 1997 (the
"First Amendment"), among the Parent, the Offeror and the Company is filed as
Exhibit (c)(3) hereto and is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS.
This Offer is not conditioned upon any financing arrangements. The total
amount of funds required by the Offeror to consummate the Offer and the Merger
is expected to be approximately $800 million, which amount (the "Requisite
Funds") excludes (i) related fees and expenses, (ii) funds needed to purchase
any shares of Series A Convertible Preferred Stock converted into Shares prior
to the consummation of the Offer or to pay cash into which the holders of
Series A Convertible Preferred Stock may convert such shares from and after
the Merger, and (iii) funds needed to purchase the Series B Preferred Stock
pursuant to the Stock Purchase and Sale Agreement. The Offeror plans to obtain
the Requisite Funds through a capital contribution that will be made by the
Parent to the Offeror. The Parent contemplates obtaining the funds necessary
for such capital contribution from cash on hand, the proceeds from the sale of
commercial paper and the proceeds of a preferred equity financing scheduled to
be completed on January 13, 1997. Pursuant to such preferred equity financing,
Parent will receive approximately $792 million from the sale by a subsidiary
of 8.205% Capital Securities, payments as to which are guaranteed by the
Parent.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a) and (d): On January 7, 1997, the Merger Agreement was amended in certain
technical respects. A copy of the First Amendment is incorporated herein by
reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
On January 7, 1997, the Merger Agreement was amended in certain technical
respects. The information set forth in the First Amendment and Section 13
("The Merger Agreement and the Stock Purchase and Sale Agreement") of the
Offer to Purchase is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(i) The first sentence of the first paragraph of Section 2 ("Acceptance for
Payment and Payment for Shares") of the Offer to Purchase is hereby amended to
read as follows:
"Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such
extension or amendment), the Offeror will accept for payment and will pay
for all Shares validly tendered prior to the Expiration Date and not
theretofore withdrawn in accordance with Section 4 promptly after the later
to occur of (a) the Expiration Date and (b) the satisfaction or waiver of
the conditions set forth in Section 15 relating to regulatory matters."
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
(c)(3) First Amendment to Agreement and Plan of Merger, dated as of January
7, 1997, among the Parent, the Offeror and the Company.
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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: January 9, 1997 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
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EXHIBIT INDEX
<TABLE>
<C> <S>
(c) (3) First Amendment to Agreement and Plan of Merger, dated as of January
7, 1997, among the Parent, the Offeror and the Company.
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Exhibit (c)(3)
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of January
7, 1997 (this "First Amendment"), among AON CORPORATION, a Delaware corporation
("Parent"), SUBSIDIARY CORPORATION, INC., a Maryland corporation and a
wholly-owned subsidiary of Parent ("Sub"), and ALEXANDER & ALEXANDER SERVICES
INC., a Maryland corporation (the "Company").
W I T N E S S E T H:
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WHEREAS, Parent, Sub and the Company have entered into that certain
Agreement and Plan of Merger, dated as of December 11, 1996 (the "Merger
Agreement"), providing for the merger of Sub and the Company upon the terms and
subject to the conditions contained therein; and
WHEREAS, Parent, Sub and the Company desire to amend the Merger
Agreement in certain respects in accordance with Section 9.3 thereof.
NOW, THEREFORE, in consideration of the premises and of the agreements
herein contained, the parties hereto agree as follows:
1. Section 3.1 of the Merger Agreement is hereby amended by deleting
clause (e) thereof in its entirety and substituting therefor the following:
"(e) Shares of Series A Convertible Preferred Stock. The holder of
each share of Series A Convertible Preferred Stock (as defined in Section
4.3) shall have the right to convert such share only into cash in the
amount equal to the sum of (i) $52.54 and (ii) the amount per share of
dividends accrued and unpaid with respect to the Series A Convertible
Preferred Stock as of the day immediately preceding the date of purchase of
Shares pursuant to the Offer."
2. Section 4.3 of the Merger Agreement is hereby amended by deleting
the last sentence of the first paragraph amended by deleting the last sentence
of the first paragraph thereof in its entirety and substituting therefor the
following:
"Following the consummation of the Merger, each share of Series A
Convertible Preferred Stock shall cease to be convertible at the option of
a holder into shares of Common Stock but will, at the option of a holder,
be convertible solely into cash in the amount equal to the sum of (i)
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$52.54 (assuming the purchase of Shares pursuant to the Offer is effected
prior to March 22, 1997) and (ii) the amount per share of dividends
accrued and unpaid with respect to the Series A Convertible Preferred Stock
as of the day immediately preceding the date of purchase of Shares pursuant
to the Offer."
3. The Merger Agreement, as amended by this First Amendment, shall
remain in full force and effect in accordance with its terms. This First
Amendment may be executed in one or more counterparts.
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IN WITNESS WHEREOF, Parent, Sub and the Company have caused this First
amendment to be signed by their respective officers thereunto duly authorized
all as of the date first written above.
AON CORPORATION
By: /s/ Raymond I. Skilling
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Name: Raymond I. Skilling
Attest:
/s/ Cheryl L. Killmer
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Name: Cheryl L. Killmer
SUBSIDIARY CORPORATION, INC.
By: /s/ Raymond I. Skilling
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Name: Raymond I. Skilling
Attest:
/s/ Cheryl L. Killmer
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Name: Cheryl L. Killmer
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ALEXANDER & ALEXANDER SERVICES INC.
By: /s/ Edward F. Kosnik
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Name: Edward F. Kosnik
Attest:
/s/ Stephen H. Meyers
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Name: Stephen H. Meyers
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