<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 3
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
----------------
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
<TABLE>
<S> <C>
1.NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AON CORPORATION, TAX ID NO.: 36-3051915
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
(a) [X]
(b)[_]
- ------------------------------------------------------------------------------
3.SEC USE ONLY
- ------------------------------------------------------------------------------
4.SOURCES OF FUNDS (SEE INSTRUCTIONS)
WC; OO
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) OR 2(f)
- ------------------------------------------------------------------------------
6.CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ------------------------------------------------------------------------------
7.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
$58,540,974*
- ------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [_]
- ------------------------------------------------------------------------------
9.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7
99.9%*
- ------------------------------------------------------------------------------
10.TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC; CO
- ------------------------------------------------------------------------------
</TABLE>
*SEE FOOTNOTE ON FOLLOWING PAGE.
2
<PAGE>
- -------------------------------------------------------------------------------
<TABLE>
<S> <C>
1.NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SUBSIDIARY CORPORATION, INC., TAX ID NO.: APPLIED FOR
- ------------------------------------------------------------------------------
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3.SEC USE ONLY
- ------------------------------------------------------------------------------
4.SOURCES OF FUNDS (SEE INSTRUCTIONS)
AF (FROM PARENT)
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) OR 2(f) [_]
- ------------------------------------------------------------------------------
6.CITIZENSHIP OR PLACE OR ORGANIZATION
MARYLAND
- ------------------------------------------------------------------------------
7.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
$58,540,974*
- ------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [_]
- ------------------------------------------------------------------------------
9.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7
99.9%*
- ------------------------------------------------------------------------------
10.TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
</TABLE>
- -------------------------------------------------------------------------------
*INCLUDES 14,247,922 SHARES OF COMMON STOCK THAT ARE ISSUABLE UPON THE
EXCHANGE OF CERTAIN SECURITIES THAT ARE THE SUBJECT OF A STOCK PURCHASE AND
SALE AGREEMENT, DATED AS OF DECEMBER 11, 1996, (THE "STOCK PURCHASE AND SALE
AGREEMENT"), BETWEEN AON CORPORATION ("PARENT") AND AMERICAN INTERNATIONAL
GROUP, INC. ("AIG"). PURSUANT TO THE STOCK PURCHASE AND SALE AGREEMENT, AND
SUBJECT TO THE TERMS AND CONDITIONS THEREOF, THE PARENT AGREED TO BUY AND AIG
AGREED TO SELL 4,846,232 SHARES OF 8% SERIES B CUMULATIVE CONVERTIBLE
PREFERRED STOCK, PAR VALUE $1.00 PER SHARE (THE "SERIES B PREFERRED STOCK"),
OF ALEXANDER & ALEXANDER SERVICES INC. (THE "COMPANY") OWNED BY AIG OR ITS
SUBSIDIARIES. EACH SHARE OF SERIES B PREFERRED STOCK IS CURRENTLY CONVERTIBLE
INTO APPROXIMATELY 2.94 SHARES OF CLASS D COMMON STOCK OF THE COMPANY. SUBJECT
TO CERTAIN LIMITATIONS, THE CLASS D COMMON STOCK IS EXCHANGEABLE FOR COMMON
STOCK OF THE COMPANY ON A SHARE-FOR-SHARE BASIS.
3
<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 (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. 3. Capitalized terms not defined herein shall have
the meanings assigned thereto in the Statement.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b): The Offer expired at 12:00 midnight, New York City time, on
Tuesday, January 14, 1997. Based on information provided by the depositary,
First Chicago Trust Company of New York, there were validly tendered and not
withdrawn approximately 44,293,552 Shares (including approximately 1,846,882
Shares tendered by means of guaranteed delivery), or approximately 99% of the
outstanding Shares. The Shares validly tendered and not withdrawn at such time
were accepted for payment. On January 15, 1997, the Parent issued the press
release attached hereto as Exhibit (a)(20).
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
(a)(20) Press Release issued by the Parent on January 15, 1997.
4
<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: January 15, 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
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<C> <S>
(a)(20) Press Release issued by the Parent on January 15, 1997.
</TABLE>
<PAGE>
Exhibit (a)(20)
Aon FOR IMMEDIATE RELEASE
- --------------------------------------------------------------------------------
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.
