<PAGE>
As filed with the Securities and Exchange Commission on July 30, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
ARTHUR J. GALLAGHER & CO.
(Exact name of Registrant as specified in its charter)
Delaware 36-2151613
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two Pierce Place, Itasca, Illinois 60143-3141, (630) 773-3800
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
John C. Rosengren, Esq.
Vice President and General Counsel
Arthur J. Gallagher & Co.
Two Pierce Place, Itasca, Illinois 60143-3141, (630) 773-3800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
With Copies to:
Kurt W. Florian, Jr., Esq.
Katten Muchin & Zavis
525 West Monroe Street
Chicago, Illinois 60661
(312) 902-5200
-----------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ] _____
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ] _____
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION> CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed
Maximum Proposed Maximum
Title of Each Class of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value 25,000 shares (1) $52.3125(2) $1,307,812.50(2) $363.57(3)
====================================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, the number of
shares of common stock registered hereby is subject to adjustment to
prevent dilution resulting from stock splits, stock dividends or similar
transactions.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933 on the basis of the average
of the high and low prices of our common stock as reported on the
Consolidated Transaction Reporting System for securities listed on the New
York Stock Exchange on July 29, 1999.
(3) Of this total amount, $327.08 was previously paid by us in connection with
our registration statement on Form S-1 (Reg. No. 333-75197), filed with the
Securities and Exchange Commission on March 29, 1999.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
================================================================================
<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell, and it is not soliciting an offer to buy, these securities in any state
where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JULY 30, 1999
PROSPECTUS
25,000 SHARES
COMMON STOCK
This prospectus relates to the issuance from time to time of up to 25,000
shares of our common stock upon the exercise of an option granted to The Arthur
J. Gallagher Foundation.
Our common stock is traded on the New York Stock Exchange under the trading
symbol AJG. The last sales price of our stock on July 29, 1999 was $52.25 per
share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
Prospectus dated July ___, 1999
<PAGE>
This prospectus incorporates important business and financial information
that is not included in or delivered with this prospectus. This information is
available without charge to security holders upon oral or written request to
Arthur J. Gallagher & Co., Two Pierce Place, Itasca, Illinois 60143-3141,
attention: Investor Relations (Tel. (630) 773-3800).
---------------------
We have not authorized any person to provide information or make any
representation about this offering that is not in this prospectus. Prospective
investors should rely only on the information contained in this prospectus. This
prospectus is not an offer to sell nor is it seeking an offer to buy these
securities in any jurisdiction where the offer or sale is prohibited.
Information in this prospectus is correct only as of its date, regardless of
when any later offer or sale occurs.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Company................................. 3
Plan of Distribution........................ 3
Available Information....................... 3
Where You Can Find More Information......... 4
Validity of Common Stock.................... 5
Experts..................................... 5
</TABLE>
2
<PAGE>
THE COMPANY
We provide insurance brokerage, risk management, employee benefit services
and other related services to our clients in the United States and abroad. Our
principal business is the negotiation and placement of insurance for our
clients. We also specialize in furnishing risk management services. Risk
management involves assisting clients in analyzing risks. This analytical
process involves determining whether proper protection is best obtained through
the purchase of insurance or through retention of all or a portion of those
risks and the adoption of corporate risk management policies and cost-effective
loss control and prevention programs. Risk management services also include
claims management, loss control consulting, property appraisals and insurance
related investigative services. We believe that our ability to deliver
comprehensively structured risk management and brokerage services is one of our
major strengths.
We operate through a network of approximately 200 offices located
throughout the United States and six countries abroad and through a network of
correspondent brokers and consultants in more than 100 countries around the
world. Some of these offices are fully staffed with sales, marketing, claims and
other service personnel; others function as servicing offices for our brokerage
and risk management service operations. Our international operations include a
Lloyd's broker and affiliated companies in London, England and other facilities
in Australia, Bermuda, Canada, Scotland and Papua New Guinea.
We were founded in 1927 and were reincorporated as a Delaware corporation
in 1972. Our principal executive offices are located at Two Pierce Place,
Itasca, Illinois 60143-3141, and our telephone number is (630) 773-3800.
PLAN OF DISTRIBUTION
This prospectus relates to the issuance from time to time of up to 25,000
shares of our common stock under an option granted to The Arthur J. Gallagher
Foundation on August 31, 1998. All or part of the vested portion of the option
may be exercised at a purchase price of $37.00 per share at any time prior to
August 30, 2003, when the option will terminate completely. One-fifth of the
shares underlying the option became exercisable on January 1, 1999. The
remainder of the option will be exercisable as to one-fifth of the total
underlying shares on each of the first four anniversaries of January 1, 1999.
The net proceeds received by us upon the exercise of the option will be
added to our capital and will be used for general corporate purposes. The shares
of common stock issuable upon the exercise of the option will be offered solely
by us, and no underwriters are participating in the offering.
AVAILABLE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file with the
SEC at the SEC's public reference rooms in Washington, D.C., New York, New York
and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available to
the public from the SEC's Website at "http://www.sec.gov." Our common stock is
listed on the NYSE under the symbol "AJG" and the periodic reports, proxy
statements and other information we file with the SEC may also be inspected at
the offices of the NYSE at 20 Broad Street, New York, New York 10005.
3
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and the information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents and information listed below:
(1) Our Annual Report on Form 10-K for the fiscal year ended December 31,
1998, filed on March 26, 1999.
(2) Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, filed on July 7, 1999.
(3) Our Quarterly Report on Form 10-Q for the quarterly period ended March
31, 1999, filed on May 17, 1999.
(4) Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1999, filed on July 8, 1999.
(5) The description of our common stock contained in Form 8-A
(registration no. 0-13480), which incorporates by reference our
registration statement on Form S-1 (registration no. 2-89195), and the
description of common share purchase rights currently attached to the
common stock contained in Form 8-A (registration no. 0-13480) filed
with the SEC on May 12, 1987 and in Current Report on Form 8-K
(registration no. 0-13480) filed with the SEC on May 18, 1987.
In addition, this prospectus incorporates by reference any future filings
we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 from the date of the initial filing of the
registration statement that includes this prospectus until the termination of
the offering. Information in this prospectus supersedes related information in
the documents listed above and information in subsequently filed documents
supersedes related information in both this prospectus and the incorporated
documents.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Arthur J. Gallagher & Co.
Two Pierce Place
Itasca, Illinois 60143-3141
Attention: Investor Relations
(630) 773-3800
This prospectus is part of a registration statement that we have filed with
the SEC. You should rely only on the information or representations provided in
this prospectus. We have not authorized anyone to provide you with different
information. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front of the document.
4
<PAGE>
VALIDITY OF COMMON STOCK
For the purpose of this offering, our General Counsel, John C. Rosengren,
Esq., is providing an opinion on the validity of the shares. Mr. Rosengren holds
options for 17,900 shares.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our amended Annual Report on Form
10-K/A for the year ended December 31, 1998, as set forth in their report, which
is incorporated by reference in this prospectus. Our consolidated financial
statements are incorporated by reference in reliance on Ernst & Young LLP's
report, given on their authority as experts in accounting and auditing.
5
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Set forth below is an estimate of the approximate amount of fees and
expenses (other than underwriting commissions and discounts) payable by us in
connection with the issuance and distribution of our common stock pursuant to
the prospectus contained in this registration statement. We will pay all of
these expenses. All amounts are estimates except the SEC registration fee and
the New York Stock Exchange listing fee.
<TABLE>
<CAPTION>
Approximate
Amount
-----------
<S> <C>
Securities and Exchange Commission registration fee...... $ 363.57
New York Stock Exchange listing fee...................... 1,500.00
Accountants' fees and expenses........................... 1,000.00
Legal fees and expenses.................................. 5,000.00
Miscellaneous expenses................................... 36.43
---------
Total................................................... $7,900.00
=========
</TABLE>
Item 15. Indemnification of Directors and Officers
Article Seventh of our By-laws (filed as Exhibit 3.2) and Article
Thirteenth of our Restated Certificate of Incorporation (filed as Exhibit 3.1)
provide in effect for our indemnification of each of our directors, officers,
employees or agents to the full extent permitted by the Delaware General
Corporation Law.
Article Seventh of our By-laws provides that we shall indemnify any person
in connection with any action, suit, or proceeding brought or threatened by
reason of the fact that he or she is or was one of our directors, officers,
employees or agents, or is or was serving at our request as a director, officer,
employee or agent of another enterprise, against all costs actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to our best interests, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. Similar indemnity is permitted to be provided to such
persons in connection with an action or suit by us or in our right, and provided
further that such person shall not have been adjudged liable for negligence or
misconduct in the performance of his or her duty to us, unless, in view of all
the circumstances of the case, the court in which the action or suit was brought
determines that such person despite the adjudication of liability is fairly and
reasonably entitled to indemnity for such expenses.
Article Thirteenth of our Restated Certificate of Incorporation eliminates
the liability of our directors for monetary damages for breach of fiduciary duty
as a director except where a director breaches his or her duty of loyalty to us
and our stockholders, fails to act in good faith or engages in intentional
misconduct or a knowing violation of law, authorizes the payment of a dividend
or stock repurchase which is illegal under Section 174 of the Delaware General
Corporation Laws or obtains an improper personal benefit.
We also maintain and pay premiums on a directors' and officers' liability
insurance policy and have entered into an indemnity agreement with each of our
directors and officers. The provisions of the indemnity agreement alter or
clarify the statutory indemnity in the following respect: (1) indemnity will be
explicitly provided for settlements in derivative actions; (2) prompt payment of
litigation expenses will be provided in advance of indemnification; (3) prompt
indemnification of
II-1
<PAGE>
advances of expenses will be provided unless a determination is made that the
director or officer has not met the required standard; (4) the director or
officer will be permitted to petition a court to determine whether his actions
meet the standards required; and (5) partial indemnification will be permitted
in the event that the director or officer is not entitled to full
indemnification. In addition, the indemnity agreement specifically includes
indemnification with respect to actions, suits or proceedings brought under
and/or predicated upon the Securities Act of 1933 and/or the Securities Exchange
Act of 1934.
The preceding summary is qualified in its entirety by our Restated
Certificate of Incorporation, By-laws and the indemnity agreement.
Item 16. Exhibits
The following exhibits are filed herewith or incorporated herein by
reference.
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit Location
- ----------- -------------------------------------- ------------------------------------------------
<C> <C> <S>
3.1 Our Restated Certificate of Incorporated by reference to the same exhibit
Incorporation. number to our Form 10-Q quarterly report for the
quarterly period ended June 30, 1996, file no.
1-9761.
3.2 Our By-laws. Incorporated by reference to the same exhibit
number to our Form S-1 registration statement
no. 33-10447.
3.3 Rights Agreement between us and Bank Incorporated by reference to exhibits 1 and 2 to
of America Illinois (formerly our Form 8-A registration statement filed May
Continental Illinois National Bank and 12, 1987, file no. 0-13480.
Trust Company of Chicago).
3.4 Assignment and Assumption Agreement of Incorporated by reference to the same exhibit
Rights Agreement by and among number to our Form S-8 registration statement
Bank of America Illinois (formerly no. 33-38031.
Continental Illinois National Bank and
Trust Company of Chicago), Harris
Trust and Savings Bank and us.
3.5 Amendment no. 1 to exhibit 3.3. Incorporated by reference to the same exhibit
number to our Form 10-Q quarterly report for the
quarterly period ended June 30, 1996, file no.
1-9761.
4.1 Instruments defining the rights of Relevant portions contained in our Restated
security holders. Certificate of Incorporation and By-laws and the
Rights Agreement in exhibits 3.1, 3.2 and 3.3,
respectively, hereby incorporated by reference.
4.4 Credit Agreement dated February 16, Incorporated by reference to the same exhibit
1993. number to our Form 10-K annual report for 1992,
file no. 1-9761.
5.0 Opinion of John C. Rosengren, our Vice
President and General Counsel,
including consent.
23.1 Consent of Ernst & Young LLP, as
independent auditors.
23.2 Consent of John C. Rosengren, our Vice Included in exhibit 5.0.
President and General Counsel
24.0 Powers of Attorney.
*27.0 Financial Data Schedule.
</TABLE>
__________________
* Incorporated herein by reference to our amended Form 10-K/A annual report for
1998, file no. 1-9761.
II-2
<PAGE>
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment that
contains a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Arthur J.
Gallagher & Co. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Itasca, State of Illinois, on the 30th day of
July, 1999.
ARTHUR J. GALLAGHER & CO.
By: /s/ J. Patrick Gallagher, Jr.
-------------------------------------------
J. Patrick Gallagher, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on July 30, 1999 by the following
persons in the capacities indicated.
Signature Title
- ------------------------------ ---------------------------------------
/s/ Robert E. Gallagher* Chairman and Director
- ------------------------------
(Robert E. Gallagher)
/s/ J. Patrick Gallagher, Jr. President and Director (Chief Executive
- ------------------------------ Officer)
(J. Patrick Gallagher, Jr.)
/s/ Michael J. Cloherty Executive Vice President and Director
- ------------------------------ (Chief Financial Officer)
(Michael J. Cloherty)
/s/ Jack H. Lazzaro Vice President--Finance (Chief Accounting
- ------------------------------ Officer)
(Jack H. Lazzaro)
/s/ T. Kimball Brooker* Director
- ------------------------------
(T. Kimball Brooker)
/s/ Peter J. Durkalski* Director
- ------------------------------
(Peter J. Durkalski)
/s/ Jack M. Greenberg* Director
- ------------------------------
(Jack M. Greenberg)
/s/ Frank M. Heffernan, Jr.* Director
- ------------------------------
(Frank M. Heffernan, Jr.)
/s/ Philip A. Marineau* Director
- ------------------------------
(Philip A. Marineau)
/s/ Walter F. McClure* Director
- ------------------------------
(Walter F. McClure)
/s/ James R. Wimmer* Director
- ------------------------------
(James R. Wimmer)
/s/ Ilene S. Gordon* Director
- ------------------------------
(Ilene S. Gordon)
*By: /s/ John C. Rosengren
------------------------------
John C. Rosengren,
Attorney-in-fact
II-4
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------- ------------------------------------------------------------------
5 Opinion of John C. Rosengren, Esq., our Vice President and General
Counsel, including consent.
23.1 Consent of Ernst & Young LLP, as independent auditors.
23.2 Consent of John C. Rosengren, Esq., our Vice President and General
Counsel, (contained in his opinion filed as Exhibit 5 hereto).
24 Powers of Attorney.
<PAGE>
Exhibit 5
ARTHUR J. GALLAGHER & CO.
JOHN C. ROSENGREN
VICE PRESIDENT AND GENERAL COUNSEL
July 30, 1999
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street N.W.
Washington, D.C. 20549
Re: Arthur J. Gallagher & Co.
Registration Statement on Form S-3
Gentlemen:
I am counsel for Arthur J. Gallagher & Co. (the "Company") in connection with
the above referenced Registration Statement on Form S-3 (the "Registration
Statement") relating to the registration for possible sale by the Company of
25,000 shares of the Company's common stock, par value $1.00 per share ("Common
Stock").
In this connection, I have examined the originals or copies identified to my
satisfaction of such documents, corporate and other records, certificates, and
other papers as I deemed necessary to examine for purposes of this opinion.
Based upon such examination, I am of the opinion that the shares of Common Stock
which may be sold by the Company, upon payment of the purchase price therefor,
will be duly and legally authorized and issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me under "Legal Opinion" in the Prospectus
included in the Registration Statement.
Very truly yours,
/s/ JOHN C. ROSENGREN
John C. Rosengren
Vice President and General Counsel
The Gallagher Centre, Two Pierce Place, Itasca, Illinois 60143-3141
Direct Line 630/285-3457 . Fax 630/285-3483
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333- ) and related Prospectus of Arthur
J. Gallagher & Co. and subsidiaries for the registration of 25,000 shares of its
common stock and to the incorporation by reference therein of our reports dated
January 19, 1999, except for Notes 2 and 15 as to which the date is July 6,
1999, with respect to the consolidated financial statements and schedule of
Arthur J. Gallagher & Co. and subsidiaries for the years ended December 31,
1998, 1997 and 1996 included in the amended Annual Report (Form 10-K/A) for 1998
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
-------------------------------
Ernst & Young LLP
Chicago, Illinois
July 30, 1999
<PAGE>
Exhibit 24
POWER OF ATTORNEY
WHEREAS, ARTHUR J. GALLAGHER & CO., a Delaware corporation (the "Company"),
has prepared and proposes to file with the Securities and Exchange Commission
(the "Commission") under the provisions of the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder, a
Registration Statement on Form S-3 (the "Registration Statement"), relating to
the offer and sale of up to 25,000 shares of Common Stock, $1.00 par value, of
the Company pursuant to a nonqualified stock option granted to The Arthur J.
Gallagher Foundation subject to adjustment as therein provided; and
WHEREAS, the Company may from time to time file with the Commission under
the provisions of the Act and the rules and regulations promulgated thereunder
Appendices, Amendments and Post-Effective Amendments to the Registration
Statement;
NOW, THEREFORE, the undersigned hereby:
(1) designates, constitutes and appoints John C. Rosengren, Vice President
and General Counsel of the Company, his attorney, with full power to act for and
on behalf of the undersigned in connection with, and to sign the name of the
undersigned in his capacity as a Director of the Company to the Registration
Statement and to any and all Appendices, Amendments and Post-Effective
Amendments to the Registration Statement which the Company may hereafter file
with the Commission under the provisions of the Act and the rules and
regulations promulgated thereunder; and
(2) ratifies, confirms and approves any and all acts and things which John
C. Rosengren may lawfully take or do, or cause to be taken or done, by virtue of
the powers granted to him hereunder.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 30th day
of July, 1999.
/s/ Robert E. Gallagher
------------------------------------
<PAGE>
POWER OF ATTORNEY
WHEREAS, ARTHUR J. GALLAGHER & CO., a Delaware corporation (the "Company"),
has prepared and proposes to file with the Securities and Exchange Commission
(the "Commission") under the provisions of the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder, a
Registration Statement on Form S-3 (the "Registration Statement"), relating to
the offer and sale of up to 25,000 shares of Common Stock, $1.00 par value, of
the Company pursuant to a nonqualified stock option granted to The Arthur J.
Gallagher Foundation subject to adjustment as therein provided; and
WHEREAS, the Company may from time to time file with the Commission under
the provisions of the Act and the rules and regulations promulgated thereunder
Appendices, Amendments and Post-Effective Amendments to the Registration
Statement;
NOW, THEREFORE, the undersigned hereby:
(1) designates, constitutes and appoints John C. Rosengren, Vice President
and General Counsel of the Company, his attorney, with full power to act for and
on behalf of the undersigned in connection with, and to sign the name of the
undersigned in his capacity as a Director of the Company to the Registration
Statement and to any and all Appendices, Amendments and Post-Effective
Amendments to the Registration Statement which the Company may hereafter file
with the Commission under the provisions of the Act and the rules and
regulations promulgated thereunder; and
(2) ratifies, confirms and approves any and all acts and things which John
C. Rosengren may lawfully take or do, or cause to be taken or done, by virtue of
the powers granted to him hereunder.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 18th day
of May, 1999.
/s/ T. Kimball Brooker
------------------------------------
<PAGE>
POWER OF ATTORNEY
WHEREAS, ARTHUR J. GALLAGHER & CO., a Delaware corporation (the "Company"),
has prepared and proposes to file with the Securities and Exchange Commission
(the "Commission") under the provisions of the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder, a
Registration Statement on Form S-3 (the "Registration Statement"), relating to
the offer and sale of up to 25,000 shares of Common Stock, $1.00 par value, of
the Company pursuant to a nonqualified stock option granted to The Arthur J.
Gallagher Foundation subject to adjustment as therein provided; and
WHEREAS, the Company may from time to time file with the Commission under
the provisions of the Act and the rules and regulations promulgated thereunder
Appendices, Amendments and Post-Effective Amendments to the Registration
Statement;
NOW, THEREFORE, the undersigned hereby:
(1) designates, constitutes and appoints John C. Rosengren, Vice President
and General Counsel of the Company, his attorney, with full power to act for and
on behalf of the undersigned in connection with, and to sign the name of the
undersigned in his capacity as a Director of the Company to the Registration
Statement and to any and all Appendices, Amendments and Post-Effective
Amendments to the Registration Statement which the Company may hereafter file
with the Commission under the provisions of the Act and the rules and
regulations promulgated thereunder; and
(2) ratifies, confirms and approves any and all acts and things which John
C. Rosengren may lawfully take or do, or cause to be taken or done, by virtue of
the powers granted to him hereunder.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 30th day
of July, 1999.
/s/ Peter J. Durkalski
------------------------------------
<PAGE>
POWER OF ATTORNEY
WHEREAS, ARTHUR J. GALLAGHER & CO., a Delaware corporation (the "Company"),
has prepared and proposes to file with the Securities and Exchange Commission
(the "Commission") under the provisions of the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder, a
Registration Statement on Form S-3 (the "Registration Statement"), relating to
the offer and sale of up to 25,000 shares of Common Stock, $1.00 par value, of
the Company pursuant to a nonqualified stock option granted to The Arthur J.
Gallagher Foundation subject to adjustment as therein provided; and
WHEREAS, the Company may from time to time file with the Commission under
the provisions of the Act and the rules and regulations promulgated thereunder
Appendices, Amendments and Post-Effective Amendments to the Registration
Statement;
NOW, THEREFORE, the undersigned hereby:
(1) designates, constitutes and appoints John C. Rosengren, Vice President
and General Counsel of the Company, his attorney, with full power to act for and
on behalf of the undersigned in connection with, and to sign the name of the
undersigned in his capacity as a Director of the Company to the Registration
Statement and to any and all Appendices, Amendments and Post-Effective
Amendments to the Registration Statement which the Company may hereafter file
with the Commission under the provisions of the Act and the rules and
regulations promulgated thereunder; and
(2) ratifies, confirms and approves any and all acts and things which John
C. Rosengren may lawfully take or do, or cause to be taken or done, by virtue of
the powers granted to him hereunder.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 30th day
of July, 1999.
/s/ Jack M. Greenberg
------------------------------------
<PAGE>
POWER OF ATTORNEY
WHEREAS, ARTHUR J. GALLAGHER & CO., a Delaware corporation (the "Company"),
has prepared and proposes to file with the Securities and Exchange Commission
(the "Commission") under the provisions of the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder, a
Registration Statement on Form S-3 (the "Registration Statement"), relating to
the offer and sale of up to 25,000 shares of Common Stock, $1.00 par value, of
the Company pursuant to a nonqualified stock option granted to The Arthur J.
Gallagher Foundation subject to adjustment as therein provided; and
WHEREAS, the Company may from time to time file with the Commission under
the provisions of the Act and the rules and regulations promulgated thereunder
Appendices, Amendments and Post-Effective Amendments to the Registration
Statement;
NOW, THEREFORE, the undersigned hereby:
(1) designates, constitutes and appoints John C. Rosengren, Vice President
and General Counsel of the Company, his attorney, with full power to act for and
on behalf of the undersigned in connection with, and to sign the name of the
undersigned in his capacity as a Director of the Company to the Registration
Statement and to any and all Appendices, Amendments and Post-Effective
Amendments to the Registration Statement which the Company may hereafter file
with the Commission under the provisions of the Act and the rules and
regulations promulgated thereunder; and
(2) ratifies, confirms and approves any and all acts and things which John
C. Rosengren may lawfully take or do, or cause to be taken or done, by virtue of
the powers granted to him hereunder.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 30th day
of July, 1999.
/s/ Frank M. Heffernan, Jr.
------------------------------------
<PAGE>
POWER OF ATTORNEY
WHEREAS, ARTHUR J. GALLAGHER & CO., a Delaware corporation (the "Company"),
has prepared and proposes to file with the Securities and Exchange Commission
(the "Commission") under the provisions of the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder, a
Registration Statement on Form S-3 (the "Registration Statement"), relating to
the offer and sale of up to 25,000 shares of Common Stock, $1.00 par value, of
the Company pursuant to a nonqualified stock option granted to The Arthur J.
Gallagher Foundation subject to adjustment as therein provided; and
WHEREAS, the Company may from time to time file with the Commission under
the provisions of the Act and the rules and regulations promulgated thereunder
Appendices, Amendments and Post-Effective Amendments to the Registration
Statement;
NOW, THEREFORE, the undersigned hereby:
(1) designates, constitutes and appoints John C. Rosengren, Vice President
and General Counsel of the Company, his attorney, with full power to act for and
on behalf of the undersigned in connection with, and to sign the name of the
undersigned in his capacity as a Director of the Company to the Registration
Statement and to any and all Appendices, Amendments and Post-Effective
Amendments to the Registration Statement which the Company may hereafter file
with the Commission under the provisions of the Act and the rules and
regulations promulgated thereunder; and
(2) ratifies, confirms and approves any and all acts and things which John
C. Rosengren may lawfully take or do, or cause to be taken or done, by virtue of
the powers granted to him hereunder.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 29th day
of May, 1999.
/s/ Philip A. Marineau
------------------------------------
<PAGE>
POWER OF ATTORNEY
WHEREAS, ARTHUR J. GALLAGHER & CO., a Delaware corporation (the "Company"),
has prepared and proposes to file with the Securities and Exchange Commission
(the "Commission") under the provisions of the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder, a
Registration Statement on Form S-3 (the "Registration Statement"), relating to
the offer and sale of up to 25,000 shares of Common Stock, $1.00 par value, of
the Company pursuant to a nonqualified stock option granted to The Arthur J.
Gallagher Foundation subject to adjustment as therein provided; and
WHEREAS, the Company may from time to time file with the Commission under
the provisions of the Act and the rules and regulations promulgated thereunder
Appendices, Amendments and Post-Effective Amendments to the Registration
Statement;
NOW, THEREFORE, the undersigned hereby:
(1) designates, constitutes and appoints John C. Rosengren, Vice President
and General Counsel of the Company, his attorney, with full power to act for and
on behalf of the undersigned in connection with, and to sign the name of the
undersigned in his capacity as a Director of the Company to the Registration
Statement and to any and all Appendices, Amendments and Post-Effective
Amendments to the Registration Statement which the Company may hereafter file
with the Commission under the provisions of the Act and the rules and
regulations promulgated thereunder; and
(2) ratifies, confirms and approves any and all acts and things which John
C. Rosengren may lawfully take or do, or cause to be taken or done, by virtue of
the powers granted to him hereunder.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 30th day
of July, 1999.
/s/ Walter F. McClure
------------------------------------
<PAGE>
POWER OF ATTORNEY
WHEREAS, ARTHUR J. GALLAGHER & CO., a Delaware corporation (the "Company"),
has prepared and proposes to file with the Securities and Exchange Commission
(the "Commission") under the provisions of the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder, a
Registration Statement on Form S-3 (the "Registration Statement"), relating to
the offer and sale of up to 25,000 shares of Common Stock, $1.00 par value, of
the Company pursuant to a nonqualified stock option granted to The Arthur J.
Gallagher Foundation subject to adjustment as therein provided; and
WHEREAS, the Company may from time to time file with the Commission under
the provisions of the Act and the rules and regulations promulgated thereunder
Appendices, Amendments and Post-Effective Amendments to the Registration
Statement;
NOW, THEREFORE, the undersigned hereby:
(1) designates, constitutes and appoints John C. Rosengren, Vice President
and General Counsel of the Company, his attorney, with full power to act for and
on behalf of the undersigned in connection with, and to sign the name of the
undersigned in his capacity as a Director of the Company to the Registration
Statement and to any and all Appendices, Amendments and Post-Effective
Amendments to the Registration Statement which the Company may hereafter file
with the Commission under the provisions of the Act and the rules and
regulations promulgated thereunder; and
(2) ratifies, confirms and approves any and all acts and things which John
C. Rosengren may lawfully take or do, or cause to be taken or done, by virtue of
the powers granted to him hereunder.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 30th day
of July, 1999.
/s/ James R. Wimmer
------------------------------------
<PAGE>
POWER OF ATTORNEY
WHEREAS, ARTHUR J. GALLAGHER & CO., a Delaware corporation (the "Company"),
has prepared and proposes to file with the Securities and Exchange Commission
(the "Commission") under the provisions of the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder, a
Registration Statement on Form S-3 (the "Registration Statement"), relating to
the offer and sale of up to 25,000 shares of Common Stock, $1.00 par value, of
the Company pursuant to a nonqualified stock option granted to The Arthur J.
Gallagher Foundation subject to adjustment as therein provided; and
WHEREAS, the Company may from time to time file with the Commission under
the provisions of the Act and the rules and regulations promulgated thereunder
Appendices, Amendments and Post-Effective Amendments to the Registration
Statement;
NOW, THEREFORE, the undersigned hereby:
(1) designates, constitutes and appoints John C. Rosengren, Vice President
and General Counsel of the Company, his attorney, with full power to act for and
on behalf of the undersigned in connection with, and to sign the name of the
undersigned in his capacity as a Director of the Company to the Registration
Statement and to any and all Appendices, Amendments and Post-Effective
Amendments to the Registration Statement which the Company may hereafter file
with the Commission under the provisions of the Act and the rules and
regulations promulgated thereunder; and
(2) ratifies, confirms and approves any and all acts and things which John
C. Rosengren may lawfully take or do, or cause to be taken or done, by virtue of
the powers granted to him hereunder.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 30th day
of July, 1999.
/s/ Ilene S. Gordon
------------------------------------
