8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 1, 2010

Aon Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	1-7933	36-3051915
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 East Randolph Street, Chicago, Illinois
(Address of Principal Executive Offices) 60601
(Zip Code)

Registrant’s telephone number, including area code: (312) 381-1000

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Completion of Acquisition or Disposition of Assets.

On October 1, 2010, Aon Corporation, a Delaware corporation (“Aon”), and Hewitt Associates, Inc., a Delaware corporation (“Hewitt”), completed the merger of Hewitt with and into a wholly owned subsidiary of Aon (the “Merger”) pursuant to an Agreement and Plan of Merger dated as of July 11, 2010 (the “Merger Agreement”) among Aon, Hewitt, Alps Merger Corp., a Delaware corporation and wholly owned subsidiary of Aon (“Merger Sub”), and Alps Merger LLC, a Delaware limited liability company and wholly owned subsidiary of Aon (“Merger LLC”).  As a result of the Merger, Hewitt became a wholly owned subsidiary of Aon.  Immediately following the Merger, the surviving corporation from the Merger merged with and into Merger LLC, with Merger LLC surviving the merger (the “Subsequent Merger”).  Upon consummation of the Subsequent Merger, Merger LLC changed its name to Aon Hewitt LLC.

As a result of the Merger, each share of Class A common stock, par value $0.01 per share, of Hewitt (“Hewitt Common Stock”), outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than shares of Hewitt Common Stock which are held of record by stockholders who have demanded properly appraisal of such shares in accordance with Section 262 of the Delaware General Corporation Law, shares of Hewitt Common Stock held in the treasury of Hewitt, or shares of Hewitt Common Stock owned by Aon or Merger Sub) was converted into the right to receive, at the election of each of the holders of Hewitt Common Stock, (i) 0.6362 of a share of common stock, par value $1.00 per share, of Aon (“Aon Common Stock”), and $25.61 in cash (the “Mixed Consideration”), (ii) 0.7494 shares of Aon Common Stock and $21.19 in cash (the “Stock Electing Consideration”), or (iii) $50.46 in cash (the “Cash Electing Consideration”).  Pursuant to the terms of the Merger Agreement, the Cash Electing Consideration and the Stock Electing Consideration payable in the Merger were calculated based on the closing volume-weighted average price of Aon Common Stock on the NYSE for the period of ten consecutive trading days ended on September 30, 2010, which was $39.0545, and the Stock Electing Consideration was subject to automatic proration and adjustment to ensure that the total amount of cash paid and the total number of shares of Aon Common Stock issued by Aon in the Merger each represented approximately 50% of the aggregate merger consideration (taking into account the rollover of the Company’s stock options), as described in the Merger Agreement and in the definitive joint proxy statement/prospectus provided to Aon and Hewitt stockholders in connection with the special meetings of Aon stockholders and Hewitt stockholders held on September 20, 2010.

As previously announced, the deadline for Hewitt stockholders to have delivered their merger consideration elections in connection with the Merger was 5:00 p.m., New York time, on September 29, 2010 (the “Election Deadline”).  The final election results, which were used to calculate the automatic proration and adjustment described above, are as follows:

·Holders of 7,762,981 shares of Hewitt Common Stock elected to receive the Cash Electing Consideration;

·Holders of 43,674,551 shares of Hewitt Common Stock elected to receive the Stock Electing Consideration; and

·Holders of 27,930,696 shares of Hewitt Common Stock elected to receive the Mixed Consideration.

All other shares of Hewitt Common Stock outstanding as of the Election Deadline did not make a valid election, did not deliver a valid election form prior to the Election Deadline, or did not properly deliver shares of Hewitt Common Stock for which elections were made pursuant to the notice of guaranteed delivery procedure.  Therefore, other than shares of Hewitt Common Stock held of record by stockholders who have properly demanded appraisal of such shares in accordance with Section 262 of the DGCL, shares of Hewitt Common Stock held in the treasury of Hewitt, or shares of Hewitt Common Stock owned by Aon or Merger Sub, such shares were deemed to have elected to receive the Mixed Consideration.

No fractional shares of Aon Common Stock were issued in the Merger, and Hewitt’s stockholders received cash in lieu of fractional shares, if any, of Aon Common Stock.

In connection with the Merger, each outstanding unvested Hewitt stock option became fully vested, and, pursuant to the Merger Agreement, at the Effective Time, each outstanding Hewitt stock option was converted into

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an option to purchase Aon Common Stock, with the same terms and conditions as the Hewitt stock option (but taking into account any changes, including any acceleration or vesting of such option, by reason of the Merger).  The number of shares of Aon Common Stock subject to each such converted stock option will be equal to the number of shares of Hewitt common stock subject to such Hewitt stock option, multiplied by the exchange ratio of 1.2920 rounded down to the nearest whole share of Aon Common Stock.  The exercise price per share for each such converted stock option will be equal to the per share exercise price specified in such Hewitt stock option divided by the exchange ratio of 1.2920 (rounded up to the nearest cent).  Pursuant to the Merger Agreement, at the Effective Time, shares of Hewitt restricted stock became vested and were converted into the right to receive the Mixed Consideration.  At the Effective Time, restricted stock units of Hewitt and performance share units of Hewitt became vested and were each settled in shares of Hewitt Common Stock, which were then converted into the right to receive the Mixed Consideration.

A copy of the press release announcing the completion of the Merger is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.  The foregoing description of the Merger, Subsequent Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1 to Aon’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2010 and is incorporated herein by reference.

The Merger Agreement has been included in this communication to provide investors and stockholders with information regarding its terms.  It is not intended to provide any other factual information about Aon, Merger Sub, Merger LLC or Hewitt.  The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.  Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Aon, Merger Sub, Merger LLC or Hewitt or any of their respective subsidiaries or affiliates.  Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Aon’s or Hewitt’s public disclosures.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously disclosed, on August 13, 2010, Aon entered into a Three-Year Term Credit Agreement (the “Term Loan Agreement”) with Credit Suisse AG (“CS AG”), as administrative agent, the lenders party thereto (collectively, the “Term Loan Lenders”), Morgan Stanley Senior Funding, Inc., as syndication agent (“Morgan Stanley”), Bank of America, N.A. (“Bank of America”), Deutsche Bank Securities Inc. (“Deutsche Bank”) and RBS Securities Inc. (“RBS”), as co-documentation agents, Credit Suisse Securities (USA) LLC (“CS USA”) and Morgan Stanley, as joint lead arrangers and joint bookrunners, and Bank of America, Deutsche Bank and RBS as co-arrangers, pursuant to which, subject to the conditions set forth in the Term Loan Agreement, the Term Loan Lenders committed to provide an unsecured term loan financing of up to $1.0 billion (the “Term Loan Facility”).

On October 1, 2010, in connection with the Merger, Aon made a drawing of $1.0 billion under the Term Loan Facility.  Aon applied the proceeds of such drawing to finance a portion of the cash consideration for the Merger, to refinance certain existing indebtedness of Hewitt and to pay certain related fees and expenses.

The foregoing summary of the Term Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Term Loan Agreement, which was attached as Exhibit 10.1 to Aon’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 16, 2010 and is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The required financial statements for Hewitt called for by Item 9.01(a) were included in the Registration Statement on Form S-4 (No. 333-168320) originally filed with the Securities and Exchange Commission on July 26, 2010 and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The required pro forma financial information called for by Item 9.01(b) was attached as Exhibit 99.1 to Aon’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2010 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of July 11, 2010, among Aon, Alps Merger Corp., Alps Merger LLC and Hewitt—incorporated by reference to Exhibit 2.1 to Aon’s Current Report on Form 8-K filed on July 12, 2010
10.1	Three-Year Term Credit Agreement, dated as of August 13, 2010, among Aon Corporation, Credit Suisse AG, as administrative agent, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as syndication agent, Bank of America, N.A., Deutsche Bank Securities Inc. and RBS Securities Inc., as co-documentation agents, Credit Suisse Securities (USA) LLC and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint bookrunners, and Bank of America, N.A., Deutsche Bank Securities Inc. and RBS Securities Inc. as co-arrangers—incorporated by reference to Exhibit 10.1 to Aon’s Current Report on Form 8-K filed on August 16, 2010
99.1	Press Release dated October 1, 2010

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: October 1, 2010	Aon Corporation
	By:	/s/ Christa Davies
		Christa Davies
		Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of July 11, 2010, among Aon, Alps Merger Corp., Alps Merger LLC and Hewitt—incorporated by reference to Exhibit 2.1 to Aon’s Current Report on Form 8-K filed on July 12, 2010
10.1	Three-Year Term Credit Agreement, dated as of August 13, 2010, among Aon Corporation, Credit Suisse AG, as administrative agent, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as syndication agent, Bank of America, N.A., Deutsche Bank Securities Inc. and RBS Securities Inc., as co-documentation agents, Credit Suisse Securities (USA) LLC and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint bookrunners, and Bank of America, N.A., Deutsche Bank Securities Inc. and RBS Securities Inc. as co-arrangers—incorporated by reference to Exhibit 10.1 to Aon’s Current Report on Form 8-K filed on August 16, 2010
99.1	Press Release dated October 1, 2010

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EX-99.1

Exhibit 99.1

News From Aon

Investor Contact:	Media Contact:
Scott Malchow	David Prosperi
Vice President, Investor Relations	Vice President, Global Public Relations
312-381-3983	312-381-2485

For immediate release

Aon Completes Merger with Hewitt Associates

Aon Hewitt Ready to Serve Clients on Day One

CHICAGO, October 1, 2010 — Aon Corporation (NYSE:AON) today announced that it has completed its merger of Hewitt Associates, Inc. with a subsidiary of Aon, creating Aon Hewitt, the world’s premier human capital solutions firm.

“The completion of this merger marks yet another important milestone in the history of Aon and is an industry-changing event that will create new standards in the human capital space,” said Greg Case, president and chief executive officer of Aon. “Through Aon Hewitt, we will provide our clients with a broader portfolio of innovative products and services focused on what we believe are two of the most important topics facing today’s global economy — risk and people.”

Russ Fradin, chairman and chief executive officer of Aon Hewitt, added, “As Aon Hewitt, we are a stronger, more global industry leader, bringing innovative solutions and insights to organizations wherever they do business. Our focus remains constant—to serve clients exceptionally well every day. Clients can be confident Aon Hewitt has the expertise and experience to serve as a true partner, helping them with their most pressing business challenges.”

Aon believes Aon Hewitt creates a global leader in human capital solutions and services, benefiting clients, colleagues and stockholders in several ways, including:

Aon Hewitt revenues of $4.3 billion and 29,000 colleagues globally. Combined revenues for fiscal year 2009 consist of 49% from consulting services, 40% from benefits administration and 11% from HR business process outsourcing, creating more resources for colleagues and more opportunities to distinctively serve clients with capabilities in greater than 120 countries around the world;

Leading global brand and client service recognition worldwide. Premier Hewitt brand will be leveraged along with Aon’s client recognition to be leading employee benefits consulting firm;

Complementary product and service portfolio across consulting, benefits administration and HR business process outsourcing. Product portfolio will provide for significant cross-sell opportunities including the marketing of Hewitt’s benefits administration and HR business process outsourcing services to Aon’s clients, as well as the marketing of Aon’s industry-leading risk services product portfolio to Hewitt’s clients;

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Diversified presence across large corporate and middle market. The combined client base will provide significant cross-sell opportunities to leverage Hewitt’s predominantly large corporate client base with Aon’s predominantly middle market client base;

Cost savings and operational efficiencies. The transaction is expected to generate approximately $355 million in annual cost savings across Aon Hewitt in 2013, primarily from reduction in back-office areas, public company costs, management overlap and leverage of technology platforms;

Expect to achieve a long-term operating margin in Aon Hewitt of 20%. Primarily through anticipated synergies and greater economies of scale, Aon Hewitt expects to deliver improved operational performance and a long-term operating margin of 20%;

Expect to create $1.5 billion of stockholder value. Strong cash flow generation of Hewitt, combined with expected synergies from the combination, are expected to deliver $1.5 billion of value creation for stockholders on a discounted cash flow basis, after subtracting the purchase price of the transaction.

About Aon
Aon Corporation (NYSE: AON) is the leading global provider of risk management services, insurance and reinsurance brokerage, and human capital consulting.  Through its more than 59,000 colleagues worldwide, Aon readily delivers distinctive client value via innovative and effective risk management and workforce productivity solutions.  Aon’s industry-leading global resources and technical expertise are delivered locally through more than 500 offices in more than 120 countries. Named the world’s best broker by Euromoney magazine’s 2008 and 2009 Insurance Survey, Aon also ranked highest on Business Insurance’s listing of the world’s largest insurance brokers based on commercial retail, wholesale, reinsurance and personal lines brokerage revenues in 2008 and 2009. A.M. Best deemed Aon the number one insurance broker based on brokerage revenues in 2007, 2008, and 2009, and Aon was voted best insurance intermediary, best reinsurance intermediary and best employee benefits consulting firm in 2007, 2008 and 2009 by the readers of Business Insurance.  For more information on Aon, log onto www.aon.com.

Safe Harbor Statement
This communication contains certain statements related to future results, or states our intentions, beliefs and expectations or predictions for the future which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. Potential factors that could impact results include: the possibility that the expected efficiencies and cost savings from the proposed transaction will not be realized, or will not be realized within the expected time period; the risk that the Aon and Hewitt businesses will not be integrated successfully; disruption from the proposed transaction making it more difficult to maintain business and operational relationships; general economic conditions in different countries in which Aon and Hewitt do business around the world; changes in global equity and fixed income markets that could affect the return on invested assets; fluctuations in exchange and interest rates that could influence revenue and expense; rating agency actions that could affect Aon’s ability to borrow funds; funding of Aon’s various pension plans; changes in the competitive environment; changes in commercial property and casualty markets and commercial premium rates that could impact revenues; the outcome of inquiries from regulators and investigations related to compliance with the U.S. Foreign Corrupt Practices Act and non-U.S. anti-corruption laws; the impact of investigations brought by U.S. state attorneys general, U.S. state insurance regulators, U.S. federal prosecutors, U.S. federal regulators, and regulatory authorities in the U.K. and other countries; the impact of class actions and individual lawsuits including client class actions, securities class actions, derivative actions and ERISA class actions; the cost of resolution of other contingent liabilities and loss contingencies, including potential liabilities arising from error and omissions claims against Aon or Hewitt; the extent to which Aon and Hewitt retain existing clients and attract new businesses; the extent to which Aon and Hewitt manage certain risks created in connection with the various services, including fiduciary and advisory services, among others, that Aon and Hewitt currently provide, or will provide in the future, to clients; the impact of, and potential challenges in complying with, legislation and regulation in the jurisdictions in which Aon and Hewitt operate, particularly given the global scope of Aon’s and Hewitt’s businesses and the possibility of conflicting regulatory requirements across jurisdictions in which Aon and Hewitt do business; and the ability to realize the anticipated benefits to Aon of the Benfield merger.  Further information concerning Aon, Hewitt, and their business, including factors that potentially could materially affect Aon’s and Hewitt’s financial results, is contained in Aon’s and Hewitt’s filings with the Securities and Exchange Commission (the “SEC”).  See Aon’s and Hewitt’s Annual Reports on Form 10-K and Annual Reports to Stockholders for the fiscal years ended December 31, 2009 and September 30, 2009, respectively, and other public filings with the SEC for a further discussion of these and other risks and uncertainties applicable to our businesses. Neither Aon nor Hewitt undertakes, and each of them expressly disclaims, any duty to update any forward-looking statement whether as a result of new information, future events or changes in their respective expectations, except as required by law.

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