-----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, RQVkPF5bAeWwHtqixT4Lgq/CFfLIzVaUeetQFTw0r2R7U4WIeNVqvTseo5vZ/fOl kiGfr2We6JaGAvDZRpRZSg== 0001104659-07-069160.txt : 20070914 0001104659-07-069160.hdr.sgml : 20070914 20070914163400 ACCESSION NUMBER: 0001104659-07-069160 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070914 DATE AS OF CHANGE: 20070914 SUBJECT COMPANY: 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 TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32053 FILM NUMBER: 071118049 BUSINESS ADDRESS: STREET 1: 200 EAST RANDOLPH STREET CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3123811000 MAIL ADDRESS: STREET 1: 200 EAST RANDOLPH STREET CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: COMBINED INTERNATIONAL CORP DATE OF NAME CHANGE: 19870504 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 TO-I/A BUSINESS ADDRESS: STREET 1: 200 EAST RANDOLPH STREET CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3123811000 MAIL ADDRESS: STREET 1: 200 EAST RANDOLPH STREET CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: COMBINED INTERNATIONAL CORP DATE OF NAME CHANGE: 19870504 SC TO-I/A 1 a07-23959_1sctoia.htm SC TO-I/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 


 

SCHEDULE TO

(Amendment No. 1)

 

(RULE 13e-4)

 

TENDER OFFER STATEMENT

 

UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

 


 

Aon Corporation

(Name of Subject Company (Issuer) and Filing Person (Offeror))

 


 

Options to Purchase Common Stock, $1.00 Par Value Per Share

(Title of Class of Securities)

 


 

037389103

(CUSIP Number of Class of Securities)

 

(Underlying Common Stock)

 


 

D.  Cameron Findlay

Executive Vice President and General Counsel

Aon Corporation

200 East Randolph Street

Chicago, IL 60601

(312) 381-1000

(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing person)

 


 

With a Copy to:

 

Terrence R.  Brady

Winston & Strawn LLP

35 W.  Wacker Drive

Chicago, IL 60601

(312) 558-5600

 


 

CALCULATION OF FILING FEE

Transaction valuation*

 

Amount of filing fee

$15,544,780

 

$477.23**

 

*                    Calculated solely for purposes of determining the filing fee.  This amount assumes that options to purchase 942,426 shares of Common Stock of Aon Corporation having an aggregate value of $15,544,780 will be amended pursuant to offer.  The aggregate value of such options was calculated based on the lattice-binomial option-pricing model.  The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $30.70 per million of the transaction valuation.

**             Previously paid in connection with the filing person’s Schedule TO filed with the Securities and Exchange Commission on August 15, 2007.

o               Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

 

Not applicable.

 

Filing party:

 

Not applicable.

Form or Registration No.:

 

Not applicable.

 

Date filed:

 

Not applicable.

 

o               Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o               third party tender offer subject to Rule 14d-1.

x             issuer tender offer subject to Rule 13e-4.

o               going-private transaction subject to Rule 13e-3.

o               amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  o

 




INTRODUCTORY STATEMENT

This Amendment No. 1 to Schedule TO amends and supplements the offer to amend certain options  filed with the Securities and Exchange Commission on August 15, 2007, in connection with the offer (the “Offer”) by Aon Corporation, a Delaware corporation (“Aon”), to permit its eligible employees to amend certain options (the “Eligible Options”) that were granted by Aon under the Aon Stock Option Plan (as amended, the “Aon Stock Option Plan”) and the Aon Stock Incentive Plan (as amended, the “Aon Stock Incentive Plan”).  The Amendment is being filed in order to extend the duration of the Offer until October 15, 2007 in order to provide Eligible Employees additional time in which to make an election whether to amend their Eligible Options.

ITEM 1.     SUMMARY TERM SHEET.

Item 1 of the Schedule TO is hereby amended by the information set forth in Item 11 below, which information is incorporated herein by reference.

ITEM 4.     TERMS OF THE TRANSACTION

Item 4(a) of the Schedule TO is hereby amended by the information set forth in Item 11 below, which information is incorporated herein by reference.

ITEM 6.     PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

Item 6 of the Schedule TO is hereby amended by the information set forth in Item 11 below, which information is incorporated herein by reference.

ITEM 11.   ADDITIONAL INFORMATION.

(b)                                 Item 11(b) of the Schedule TO is hereby amended and supplemented to add the following:

On September 17, 2007, the Company will distribute to Eligible Employees a notice of extension, a copy of which is attached hereto as Exhibit (a)(1)(k) and incorporated herein by reference. The notice announces that the Company has extended the Offer, upon the terms and subject to the conditions set forth in the Offer to Amend, until 11:59 p.m., Chicago Time, on October 15, 2007. The Offer had been previously scheduled to expire at 11:59 p.m., Chicago Time, on September 17, 2007.  Except for the amendments to the terms of the Offer described in Exhibit (a)(1)(k) and the extension of the expiration date, the Offer remains subject to the terms and conditions set forth in the Offer to Amend and other related tender offer materials filed by the Company with the SEC.

ITEM 12.   EXHIBITS.

(a)                                  (1)(a)       Offer to Amend the Exercise Price of Certain Options, dated August 15, 2007 — incorporated by reference to Exhibit (a)(1)(a) to Aon’s Tender Offer Statement on Schedule 13D filed on August 15, 2007.*

(1)(b)                   Email to Eligible Option Holders from Danita E. Dallman, dated August 10, 2007 — incorporated by reference to Exhibit (a)(1)(b) to Aon’s Tender Offer Statement on Schedule 13D filed on August 13, 2007.*

(1)(c)                    Memorandum to Eligible Option Holders from Jeremy Farmer, Senior Vice President and Head of Human Resources, dated August 15, 2007 — incorporated by reference to Exhibit (a)(1)(c) to Aon’s Tender Offer Statement on Schedule 13D filed on August 15, 2007.*

(1)(d)                   Form of Election Form — incorporated by reference to Exhibit (a)(1)(d) to Aon’s Tender Offer Statement on Schedule 13D filed on August 15, 2007.*

(1)(e)                    Form of Withdrawal Form — incorporated by reference to Exhibit (a)(1)(e) to Aon’s Tender Offer Statement on Schedule 13D filed on August 15, 2007.*

(1)(f)                      Form of Promise to Make Cash Payment — incorporated by reference to Exhibit (a)(1)(f) to Aon’s Tender Offer Statement on Schedule 13D filed on August 15, 2007.*

2




(1)(g)                   Forms of Confirmation E-mails — incorporated by reference to Exhibit (a)(1)(g) to Aon’s Tender Offer Statement on Schedule 13D filed on August 15, 2007.*

(1)(h)                   Forms of Reminder E-mail Communications to Eligible Employees — incorporated by reference to Exhibit (a)(1)(h) to Aon’s Tender Offer Statement on Schedule 13D filed on August 15, 2007.*

(1)(i)                       Form of Amendment to Stock Option Agreements — incorporated by reference to Exhibit (a)(1)(i) to Aon’s Tender Offer Statement on Schedule 13D filed on August 15, 2007.*

(1)(j)                       Employee Presentation Materials — incorporated by reference to Exhibit (a)(1)(j) to Aon’s Tender Offer Statement on Schedule 13D filed on August 15, 2007.*

(1)(k)                    Form of Notice of Extension.

(b)                                 None.

(d)                                 (1) Aon Stock Option Plan (as amended and restated through 1997) — incorporated by reference to Exhibit 10(a) to Aon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.*

(2) First Amendment to Aon Stock Option Plan (as amended and restated through 1997) — incorporated by reference to Exhibit 10(a) to Aon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.*

(3) Second Amendment to Aon Stock Option Plan (as amended and restated through 1997) — incorporated by reference to Exhibit (d)(3) to Aon’s Tender Offer Statement on Schedule 13D filed on August 15, 2007.*

(4) Third Amendment to Aon Stock Option Plan (as amended and restated through 1997) — incorporated by reference to Exhibit 10(at) to Aon’s Annual Report on Form 10-K for the year ended December 31, 2006.*

(5) Aon Stock Incentive Plan (as amended and restated through May 2006) — incorporated by reference to Exhibit 10.2 to Aon’s Current Report on Form 8-K filed on May 24, 2006.*

(6) First Amendment to Aon Stock Incentive Plan (as amended and restated through May 2006) — incorporated by reference to Exhibit 10(au) to Aon’s Annual Report on Form 10-K for the year ended December 31, 2006.*

(7) Form of Stock Option Award Agreement — incorporated by reference to Exhibit (d)(7) to Aon’s Tender Offer Statement on Schedule 13D filed on August 15, 2007.*

(g)                                 None.

(h)                                 None.


*                                         Document has heretofore been filed with the Securities and Exchange Commission and is incorporated by reference and made a part hereof.

ITEM 13.   INFORMATION REQUIRED BY SCHEDULE 13E-3

(a) Not applicable.

3




SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

 

AON CORPORATION

 

By:

/S/    JENNIFER L. KRAFT

 

JENNIFER L. KRAFT
VICE PRESIDENT, ASSOCIATE
GENERAL COUNSEL AND
SECRETARY

 

Date: September 14, 2007

4




EXHIBIT INDEX

Exhibit Number Description

(a)(1)(a)                                                      Offer to Amend the Exercise Price of Certain Options, dated August 15, 2007 — incorporated by reference to Exhibit (a)(1)(a) to Aon’s Tender Offer Statement on Schedule 13D filed on August 15, 2007.*

(a)(1)(b)                                                     Email to Eligible Option Holders from Danita E. Dallman, dated August 10, 2007 — incorporated by reference to Exhibit (a)(1)(b) to Aon’s Tender Offer Statement on Schedule 13D filed on August 13, 2007.*

(a)(1)(c)                                                      Memorandum to Eligible Option Holders from Jeremy Farmer, Senior Vice President and Head of Human Resources, dated August 15, 2007 — incorporated by reference to Exhibit (a)(1)(c) to Aon’s Tender Offer Statement on Schedule 13D filed on August 15, 2007.*

(a)(1)(d)                                                     Form of Election Form — incorporated by reference to Exhibit (a)(1)(d) to Aon’s Tender Offer Statement on Schedule 13D filed on August 15, 2007.*

(a)(1)(e)                                                      Form of Withdrawal Form — incorporated by reference to Exhibit (a)(1)(e) to Aon’s Tender Offer Statement on Schedule 13D filed on August 15, 2007.*

(a)(1)(f)                                                        Form of Promise to Make Cash Payment — incorporated by reference to Exhibit (a)(1)(f) to Aon’s Tender Offer Statement on Schedule 13D filed on August 15, 2007.*

(a)(1)(g)                                                     Forms of Confirmation E-mails — incorporated by reference to Exhibit (a)(1)(g) to Aon’s Tender Offer Statement on Schedule 13D filed on August 15, 2007.*

(a)(1)(h)                                                     Forms of Reminder E-mail Communications to Eligible Employees — incorporated by reference to Exhibit (a)(1)(h) to Aon’s Tender Offer Statement on Schedule 13D filed on August 15, 2007.*

(a)(1)(i)                                                         Form of Amendment to Stock Option Agreements — incorporated by reference to Exhibit (a)(1)(i) to Aon’s Tender Offer Statement on Schedule 13D filed on August 15, 2007.*

(a)(1)(j)                                                         Employee Presentation Materials — incorporated by reference to Exhibit (a)(1)(j) to Aon’s Tender Offer Statement on Schedule 13D filed on August 15, 2007.*

(a)(1)(k)                                                      Form of Notice of Extension.

(d)(1)                                                                 Aon Stock Option Plan (as amended and restated through 1997) — incorporated by reference to Exhibit 10(a) to Aon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.*

(d)(2)                                                                 First Amendment to Aon Stock Option Plan (as amended and restated through 1997) — incorporated by reference to Exhibit 10(a) to Aon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.*

(d)(3)                                                                 Second Amendment to Aon Stock Option Plan (as amended and restated through 1997) — incorporated by reference to Exhibit (d)(3) to Aon’s Tender Offer Statement on Schedule 13D filed on August 15, 2007.*

(d)(4)                                                                 Third Amendment to Aon Stock Option Plan (as amended and restated through 1997) — incorporated by reference to Exhibit 10(at) to Aon’s Annual Report on Form 10-K for the year ended December 31, 2006.*

(d)(5)                                                                 Aon Stock Incentive Plan (as amended and restated through May 2006) — incorporated by reference to Exhibit 10.2 to Aon’s Current Report on Form 8-K filed on May 24, 2006.*

(d)(6)                                                                 First Amendment to Aon Stock Incentive Plan (as amended and restated through May 2006) — incorporated by reference to Exhibit 10(au) to Aon’s Annual Report on Form 10-K for the year ended December 31, 2006.*

(d)(7)                                                                 Form of Stock Option Award Agreement — incorporated by reference to Exhibit (d)(7) to Aon’s Tender Offer Statement on Schedule 13D filed on August 15, 2007.*

_____________________

*                                         Document has heretofore been filed with the Securities and Exchange Commission and is incorporated by reference and made a part hereof.

5



EX-99.(A)(1)(K) 2 a07-23959_1ex99da1k.htm EX-99.(A)(1)(K)

Exhibit (a)(1)(k)

FORM OF NOTICE OF EXTENSION

To:

Employees Eligible to Participate in Offer to Amend Certain Outstanding Options

From:

Jeremy Farmer, Senior Vice President and Head of Human Resources,

Date:

September 17, 2007

Re:

Extension of Offer to Amend Stock Options

 

As outlined in documents included with the e-mail dated August 15, 2007, Aon Corporation has offered you the opportunity to participated in a tender offer related to certain options granted by Aon that may subject the holder to adverse personal tax consequences.  We are extending the deadline to participate in the tender offer.  If you wish to participate in this offer, you must submit a properly completed and electronically signed election form through Lotus Notes prior to 11:59 p.m., Chicago Time, on October 15, 2007.

Aon Corporation has determined that certain options granted by Aon may subject the holder thereof to adverse personal tax consequences under Section 409A of the U.S. Internal Revenue Code (“Section 409A”). Section 409A imposes adverse tax consequences on stock options that were granted with exercise prices at a discount from fair market value and which vest after December 31, 2004. These tax consequences include income tax at vesting (as opposed to upon exercise), an additional 20% tax and interest charges. Those adverse tax consequences include subjecting the entire gain on the exercise of the discounted option to taxation.

Aon has offered you the opportunity to participate in a tender offer for your eligible options. If you participate in the tender offer, your options will be amended so that they no longer will be subject to the adverse personal tax consequences. In addition, you will be eligible to receive a cash payment equal to the difference between the new exercise price of the amended portion of your eligible portion and the original exercise price, multiplied by the number of applicable unexercised shares (less applicable tax withholding).

All of the details of Aon’s offer to you are included in the e-mail dated August 15, 2007 which we are resending you concurrently with this e-mail.  For more information on how to participate in the offer you may contact:

Aon Tender Offer Call Center

1-888-295-1814

The hours of operation of the Aon Tender Offer Call Center are: 8:00 a.m. to 5:00 p.m. Chicago Time.

To help (i) explain the potential adverse personal tax consequences, (ii) explain how Aon has addressed the situation and the choices you have, and (iii) answer any other questions you may have, a webcast will be available to you. You can view this webcast at any time by following the instructions below to access the presentation:

1. Proceed to Aon’s site on Webex—https://aon.webex.com

2. Click “Recorded Sessions” on the left side bar under “Attend a Session”

3. Click “Presentation on Aon’s Tender Offer Program”

4. Click the View button to play the webcast

5. Enter Recording Password 6N32C

6. Click OK

7. Enter your name and internet email address (for example, John_Smith@aon.com)

8. Click Register

The webcast will start to play.

Please note that your computer must support sound in order to view the webcast. If you experience difficulty with the audio portion of the webcast, please contact the Help Desk at +1.866.AON.HELP.

(a)(1)(k)-1



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