-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M48/xgbioj/tH5Rm1JaEL7E0jc9uf4mT6jJAL/VbmJRLuQYH/LJppRL9jiZggadn FdW3rxAf2Mc+xrec4sIVmA== 0000950131-97-000088.txt : 19970110 0000950131-97-000088.hdr.sgml : 19970110 ACCESSION NUMBER: 0000950131-97-000088 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970109 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALEXANDER & ALEXANDER SERVICES INC CENTRAL INDEX KEY: 0000003449 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 520969822 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-11552 FILM NUMBER: 97503208 BUSINESS ADDRESS: STREET 1: 1185 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2128408500 FORMER COMPANY: FORMER CONFORMED NAME: ALEXANDER & ALEXANDER INC DATE OF NAME CHANGE: 19751029 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AON CORP CENTRAL INDEX KEY: 0000315293 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 363051915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 123 N WACKER DR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3127013000 FORMER COMPANY: FORMER CONFORMED NAME: COMBINED INTERNATIONAL CORP DATE OF NAME CHANGE: 19870504 SC 14D1/A 1 SCHEDULE 14D-1/A #2 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- AMENDMENT NO. 2 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF 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 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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. 1 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 2 EXHIBIT INDEX (c) (3) First Amendment to Agreement and Plan of Merger, dated as of January 7, 1997, among the Parent, the Offeror and the Company.
EX-99.(C)(3) 2 FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGE 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: ------------------- 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) $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. -2- 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 ---------------------------- Name: Raymond I. Skilling Attest: /s/ Cheryl L. Killmer - -------------------------- Name: Cheryl L. Killmer SUBSIDIARY CORPORATION, INC. By: /s/ Raymond I. Skilling ---------------------------- Name: Raymond I. Skilling Attest: /s/ Cheryl L. Killmer - -------------------------- Name: Cheryl L. Killmer -3- ALEXANDER & ALEXANDER SERVICES INC. By: /s/ Edward F. Kosnik ---------------------------- Name: Edward F. Kosnik Attest: /s/ Stephen H. Meyers - -------------------------- Name: Stephen H. Meyers -4- -----END PRIVACY-ENHANCED MESSAGE-----