-----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, L8Zecq6ayVkDoHw/ajXMtt5hskyg9fMocPLHLGILSalzPOGP22XoqWpCgrjdUQBT S9aypiuH6yfW2dXpnvHeUw== 0000950131-97-000219.txt : 19970116 0000950131-97-000219.hdr.sgml : 19970116 ACCESSION NUMBER: 0000950131-97-000219 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970115 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-11552 FILM NUMBER: 97506619 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 13D/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 13D/A 1 SCHEDULE 13D/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------
*SEE FOOTNOTE ON FOLLOWING PAGE. 2 - ------------------------------------------------------------------------------- 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
- ------------------------------------------------------------------------------- *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 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 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 EXHIBIT INDEX (a)(20) Press Release issued by the Parent on January 15, 1997.
EX-99.(A)(20) 2 PRESS RELEASE DATED JANUARY 15, 1997 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. -----END PRIVACY-ENHANCED MESSAGE-----