-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, lFU+8Gv7icAQd1Ke0ZsoS1BfOf/VXv8yJWHruuZCIUdkB+N83WJdtm/o8b5tEWJV OHlHnQqWCd8Uhr3sapFU4w== 0000003449-95-000004.txt : 199507030000003449-95-000004.hdr.sgml : 19950703 ACCESSION NUMBER: 0000003449-95-000004 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950630 EFFECTIVENESS DATE: 19950719 SROS: NYSE FILER: 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60783 FILM NUMBER: 95551545 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 S-8 1 As filed with the Securities and Exchange Commission on June 30, 1995. Registration No. 33-_____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALEXANDER & ALEXANDER SERVICES INC. (Exact name of registrant as specified in its charter) MARYLAND 52-0969822 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1185 Avenue of the Americas, New York, New York 10036 (Address of Principal Executive Offices) (Zip Code) ALEXANDER & ALEXANDER SERVICES INC. EMPLOYEE DISCOUNT STOCK PURCHASE PLAN (Full title of the plan) ALBERT A. SKWIERTZ, JR., ESQ. Vice President and General Counsel Alexander & Alexander Services Inc. 1185 Avenue of the Americas New York, New York 10036 (212) 840-8500 (Name, address, telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective CALCULATION OF REGISTRATION FEE Title of Proposed Proposed Securities to Amount Maximum Maximum Amount of Be Registered: to be Offering Price Aggregate Registration Common Stock Registered: Per Share (2): Offering Price: Fee: ($1.00 Par Value)(1) 750,000 shs. $23.00 $17,250,000 $5,950.00 (1) Includes the preferred share purchase rights associated with the Common Stock. (2) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h). The proposed maximum offering price per share is based upon the average of the high and low prices for the stock on the New York Stock Exchange on June 27, 1995. PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information required by Part I is included in documents that will be sent or given to participants in the Alexander & Alexander Services Inc. Employee Discount Stock Purchase Plan, (the "Purchase Plan") pursuant to Rule 428(b)(1). Such documents are not being filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. Incorporated by reference in this Registration Statement are the following documents heretofore filed by Alexander & Alexander Services Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"): (a) The Company's latest annual report filed pursuant to Sections 13(a) or 15(d) of the Exchange Act; (b) All other reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 since the end of the last fiscal year for which financial statements were included in the report referred to in (a) above; and (c) The description of the Company's Common Stock, $1.00 par value and the description of the Rights to Purchase Series A Junior Participating Preferred Stock, $1.00 par value, each contained in a registration statement filed under the Exchange Act, and any amendment or report filed for the purpose of updating such description. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Albert A. Skwiertz, Jr., Esq., whose opinion with respect to the validity of the securities being registered is an exhibit to this Registration Statement, is Vice President and General Counsel of the Company. Mr. Skwiertz is eligible to be a participant in the Purchase Plan. Mr. Skwiertz owns no shares directly or indirectly of the Company's Common Stock and holds options for 28,500 shares of Common Stock. In addition, 1,342 shares of Common Stock are attributed to Mr. Skwiertz's account under the Thrift Plan. Item 6. Indemnification of Directors and Officers. Section 2-418 of the Maryland General Corporation Law establishes provisions whereby a Maryland corporation may indemnify any director or officer made party to an action or proceeding by reason of service in that capacity, against judgments, penalties, fines, settlements and reasonable expenses incurred in connection with such action or proceeding unless it is proved that the director or officer (i) acted in bad faith or with active and deliberate dishonesty; (ii) actually received an improper personal benefit in money, property or services; or (iii) in the case of a criminal proceeding had reasonable cause to believe that his act was unlawful. However, if the proceeding is a derivative suit in favor of the corporation, indemnification may not be made if the individual is adjudged to be liable to the corporation. In no case may indemnification be made until a determination has been reached that the director or officer has met the applicable standard of conduct. Indemnification for reasonable expenses is mandatory if the director or officer has been successful on the merits or otherwise in the defense of any action or proceeding covered by the indemnification statute. The statute also provides for indemnification of directors and officers by court order. The indemnification provided or authorized in the indemnification statute does not preclude a corporation from extending other rights (indemnification or otherwise) to directors and officers. The Company's Bylaws provide for indemnification of any person who is serving or has served as a director or officer of the Company, against all liabilities and expenses incurred in connection with any action, suit or proceeding arising out of such service to the full extent permitted under Maryland law. The Company currently maintains policies of insurance under which the Company and the directors and officers of the Company are insured, within the limits of the policies, against certain expenses in connection with the defense of actions, suits or proceedings, and certain liabilities which might be imposed as a result of such actions, suits or proceedings, to which directors and officers of the Company are parties by reason of being or having been such directors or officers. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. Exhibit Number Exhibit Title 4.1 Amended and Restated Articles of Incorporation of the Company (incorporated herein by reference to the Company's Annual Report on Form 10- K for the year ended December 31, 1991). 4.2 Articles of Amendment, dated July 15, 1994, to the Articles of Incorporation of the Company (incorporated herein by reference to the Company's Report on Form 10-Q for the quarter ended June 30, 1994). 4.3 Articles Supplementary of the Company, dated March 18, 1993 relating to the $3.625 Series A Convertible Preferred Stock (incorporated herein by reference to the Company's Annual Report on Form 10- K for the year ended December 31, 1992). 4.4 Articles Supplementary of the Company, dated July 15, 1994 relating to the 8% Series B Cumulative Convertible Preferred Stock (incorporated herein by reference to the Company's Report on Form 10-Q for the quarter ended June 30, 1994). 4.5 Articles Supplementary of the Company, dated July 15, 1994 relating to the Series A Junior Participating Preferred Stock (incorporated herein by reference to the Company's Report on Form 10-Q for the quarter ended June 30, 1994). 4.6 Amended and Restated Bylaws of the Company, dated as of January 14, 1994 (incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1993). 4.7 Amendment No. 1 to By-Laws of the Company, dated March 21, 1995 (incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1994). 4.8 Rights Agreement dated as of June 11, 1987, amended and restated as of March 27, 1990, between the Company and First Chicago Trust Company of New York, formerly Morgan Shareholder Services Trust Company, as Rights Agent (incorporated herein by reference to the Company's Registration Statement on Form 8 filed with the Commission on June 19, 1987, as amended by Amendment No. 1 on Form 8 filed on March 28, 1990. Amendment No. 2 on Form 8-A filed on April 23, 1992, Amendment No. 3 on Form 8-A/A filed on December 1, 1993 and Amendment No. 4 on Form 8-A/A filed on July 15, 1994). 4.9 Form of Trust Agreement dated as of June 11, 1987, amended and restated as of March 28, 1990, between the Company and Montreal Trust Company of Canada, as successor to The Canada Trust Company (incorporated herein by reference to Registration Statement on Form 8-A filed with the Commission on June 19, 1987 as amended by Amendment No. 1 on Form 8 filed on March 28, 1990). 4.10 Alexander & Alexander Services Inc. Employee Discount Stock Purchase Plan, effective as of May 18, 1995. 5.1 Opinion of Albert A. Skwiertz, Jr., Esq., Vice President and General Counsel of the Company, as to the legality of the securities registered hereunder. 23.1 Independent Auditors' Consent. 23.2 Consent of Albert A. Skwiertz, Jr., Esq., Vice President and General Counsel of the Company (incorporated by reference to Exhibit 5.1). 24.1 Power of Attorney is included in the Signature Page contained in Part II of this Registration Statement. Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment 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. (2) 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 registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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 of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 registrant 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 registrant 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 Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 30th day of June, 1995. ALEXANDER & ALEXANDER SERVICES INC. By: /s/ Frank G. Zarb Frank G. Zarb, Chairman of the Board, Chief Executive Officer, President and Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frank G. Zarb and Albert A. Skwiertz, Jr., and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them acting singly, full power and authority to do and perform each and every act and thing necessary and requisite to be done, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Frank G. Zarb Chairman of the Board, June 30, 1995 Frank G. Zarb Chief Executive Officer, President and Director (Principal Executive Officer) /s/ Edward F. Kosnik Director, Executive Vice June 30, 1995 Edward F. Kosnik President and Chief Financial Officer (Principal Financial Officer) /s/ Richard P. Sneeder, Jr. Controller (Principal June 30, 1995 Richard P. Sneeder, Jr. Accounting Officer) [SIGNATURES CONTINUED] [SIGNATURES CONTINUED] /s/ Robert E. Boni Director June 30, 1995 Robert E. Boni /s/ W. Peter Cooke Director June 30, 1995 W. Peter Cooke Director E. Gerald Corrigan /s/ Joseph L. Dionne Director June 30, 1995 Joseph L. Dionne /s/ Gerald R. Ford Director June 30, 1995 Gerald R. Ford Director Peter C. Godsoe /s/ Angus M.M. Grossart Director June 30, 1995 Angus M.M. Grossart /s/ Maurice H. Hartigan II Director June 30, 1995 Maurice H. Hartigan II /s/ James Bickford Hurlock Director June 30, 1995 James Bickford Hurlock /s/ Ronald A. Iles Director June 30, 1995 Ronald A. Iles Director Vincent R. McLean /s/ James D. Robinson III Director June 30, 1995 James D. Robinson III EXHIBIT INDEX Page Number in Regulation S-K Sequentially Numbered Exhibit Number Description of Document Copy Exhibit 4.10 Alexander & Alexander Services Inc. Employee Discount Stock Purchase Plan, effective as of May 18, 1995 Exhibit 5.1 Opinion of Albert A. Skwiertz, Jr., Esq., Vice President and General Counsel of the Company, as to the legality of the securities to be registered Exhibit 23.1 Independent Auditors' Consent Exhibit 23.2 Consent of Albert A. Skwiertz, Jr., Esq. (included in Exhibit 5.1) ht:Z:WP:FORMS8:/EDSPPLAN EX-4.10 2 EXHIBIT 4.10 THE ALEXANDER & ALEXANDER SERVICES INC. EMPLOYEE DISCOUNT STOCK PURCHASE PLAN ARTICLE I PURPOSE This Employee Discount Stock Purchase Plan is intended to encourage employees of Alexander & Alexander Services Inc. ("A&A") and its subsidiaries (collectively, together with A&A, the "Company") to remain in the employ of the Company and to participate in its growth by permitting them to purchase shares of A&A's common stock at a price that is less than fair market value on the date of purchase. Such purchases shall be made from funds accumulated through payroll deductions within a period of not more than 27 months from the Commencement Date of any Offering under this Plan. This Plan is intended to qualify as a "Employee Stock Purchase Plan" within the meaning of Section 423 of the Code. ARTICLE II DEFINITIONS Section 2.1 The following words and phrases shall have the meanings indicated for purposes of the Plan, unless the context clearly indicates otherwise: (a)Account. The account established for each Participant. (b)Board. The Board of Directors of A&A. (c)Code. The Internal Revenue Code of 1986, as amended, and as it may be amended from time to time. (d)Committee. The Committee appointed from time to time to administer the Plan. Unless otherwise specified by the Board or any relevant subcommittee thereof, the Committee shall be the Company's U.S. Employee Benefits Committee. (e)Commencement Date. The date as of which an Offering shall commence, as determined pursuant to the Plan and specified in each Offering. (f)Employee. Any salaried employee of the Company whose customary employment is (i) 20 hours per week or more, or (ii) at least five months in any calendar year. (g)Expiration Date. The last day of any Offering period, as determined pursuant to the Plan and as specified in each Offering, which date shall occur not later than 27 months from the Commencement Date of any Offering. The Expiration Date shall be the last day on which payroll deductions made during the Offering period may be withdrawn; if not withdrawn on or prior to the Expiration Date, all such payroll deductions shall be applied to the purchase of Stock pursuant to the terms of the Offering. (h)Hardship. For purposes of this Plan, each of the following circumstances shall be deemed to be a hardship: (1) medical expenses previously incurred by the Participant or any dependents of the Participant or any other member of the Participant's family, or necessary for the Participant or such dependent or family member, (ii) the purchase (including mortgage payments) of a principal residence for the Participant, (iii) payment of tuition and related educational fees for the next 12 months' education for the Participant or the Participant's spouse, children or dependents, (iv) the need to prevent the eviction of the Participant from his or her principal residence or foreclosure on the mortgage of the Participant's principal residence, (v) payment of funeral and other expenses incurred in connection with the death of any member of the Participant's family, or (vi) any other circumstance of immediate and heavy financial need identified as such in revenue rulings, notices or other documents of the Internal Revenue Service of general applicability. The Committee's determination of the existence of an Participant's Hardship shall be final and binding on the Participant. (i)Minimum Holding Period. The period of time Shares purchased under the Plan will be held in custody in a Participant's Account, as specified in the terms and conditions of each Offering. (j)Offering. Any offering made in accordance with the terms and conditions of the Plan permitting Participants to purchase Stock under the Plan. (k)Option. The right of an eligible Employee to purchase Stock by participating in an Offering. (l)Optionee or Participant. An Employee who exercises his or her Option by authorizing payroll deductions pursuant to Section 6.3 hereof. (m)Plan. The A&A Services Inc. Employee Discount Stock Purchase Plan, as herein set forth, and as amended from time to time. (n)Purchase Price. The price per Share at which Stock may be purchased under the Plan, which shall not be less than 85% of the fair market value of a Share on either the Commencement Date or the Expiration Date. (o)Shares or Stock. Shares of the common stock, par value $1.00 per share, of A&A. (p)Subsidiaries. Any entity described in Section 424(f) of the Code. Section 2.2 The masculine gender shall include the feminine, and the singular shall include the plural, where appropriate. ARTICLE III ADMINISTRATION OF THE PLAN The Plan shall be administered by the Committee, which shall have full power and authority to: (a) interpret and administer the Plan and any instrument or agreement entered into under the Plan; (b) establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (c) determine the terms of each Offering and Options granted pursuant thereto, including establishing the Purchase Price for each Offering; and (d) make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan. Decisions of the Committee shall be final, conclusive and binding upon all persons, including the Company, any Participant or Optionee and any other employee of the Company. A majority of the members of the Committee may determine its actions and fix the time and place of its meetings. ARTICLE IV EMPLOYEES ELIGIBLE TO PURCHASE STOCK All Employees shall be eligible to purchase Stock under the Plan except for any Employee who, immediately after the granting of an Option, would own (or be deemed to own under the rules of Section 423(b)(3) of the Code) any class of Company stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any of its Subsidiaries. If the effect of the granting of an Option to an Employee is such that his total stock ownership (as determined under Section 423(b)(3) of the Code) equals or exceeds such five percent (5%) limitation, such Option shall be entirely void as if it had never been granted. ARTICLE V STOCK The maximum number of Shares which may be purchased under the Plan is 750,000 Shares, subject, however, to adjustment as hereinafter provided. At any time after the effective date of the Plan, if there is a change in the number of Shares outstanding, whether as a result of a stock dividend, a split-up of Shares, merger, consolidation, recapitalization or similar corporate transaction, then, effective with the record date for such change, the Board shall appropriately adjust the maximum number of Shares which thereafter may be purchased under the Plan. ARTICLE VI OFFERINGS; GRANTING OF OPTIONS; AUTHORIZATION OF PAYROLL DEDUCTIONS BY PARTICIPANTS Section 6.1 Offerings may be made from time to time to all Employees. Every eligible Employee on the Commencement Date of any Offering shall be deemed to have been granted an Option pursuant to the terms of that Offering. Section 6.2 Unless otherwise specified by the Committee, there shall be two Offerings under the Plan during each calendar year. Unless otherwise specified by the Committee prior to the Commencement Date for any Offering, the Commencement Dates and Expiration Dates, respectively, of each Offering shall (a) January 1 and June 30 and (b) July 1 and December 31. Section 6.3 Each Employee shall become a Participant pursuant to the terms of an Offering by filing an election to participate in that Offering in the form of a payroll deduction authorization (in the manner prescribed by the Committee) within such time as may be specified in such Offering. The election shall specify the amount of each payroll deduction which the Employee wishes to apply to the purchase of Stock in the Offering, which shall not be less than $10 per payroll period nor greater than $1,000 per payroll period (subject to the limitations contained in Section 7(b) of the Plan). Payroll deductions shall (a) commence with the first regular payroll period coinciding with or ending on the Commencement Date of the Offering, or at such other time as may be specified in such Offering, and (b) shall end on the earlier of the last regular payroll period coinciding with or ending before the Expiration Date or, if earlier, upon the termination of a Participant's employment with the Company. ARTICLE VII TERMS AND CONDITIONS OF OFFERINGS AND OPTIONS Section 7 Except as provided in subparagraph (b) of this Section 7, all Participants shall have the same rights and privileges, as specified below: (a)Purchase Price: Each Offering shall state the Purchase Price per share at which Stock may be purchased thereunder. In determining the Purchase Price, the fair market value per share of Stock shall be the closing price reported on the New York Stock Exchange Composite Tape for the date on which such value is being determined, provided, however, that if any such date is not a stock trading date, then the closing price on the next trade date shall be used. In no event, however, shall the Purchase Price per share for any Offering be less than the par value per share of Stock. (b)Accrual Limitation: Notwithstanding any other provision of the Plan, no Option shall be granted to any Employee which would permit such Employee to purchase Stock pursuant to all unexpired offerings under all existing employee stock purchase plans, as defined in Section 423 of the Code, accruing at a rate which exceeds at any time twenty-five thousand dollars ($25,000) of the fair market value of the Stock (determined at the time such Option is granted) during any calendar year in which such Option is outstanding. For purposes of this subparagraph (b): (i) an Option accrues when the Option (or any portion thereof) first becomes exercisable during any calendar year; (ii) an Option accrues at the rate provided in the applicable Offering, but in no case may such rate for any Employee exceed twenty-five thousand dollars ($25,000) of the fair market value of the Stock determined at the time the Option is granted for any one calendar year; (iii) an Option that has accrued under any one Offering may not be carried over by a Participant to any other Offering; and (iv) only rights to purchase Stock that have been granted under an employee stock purchase plan which complies with Section 423 of the Code shall be taken into account for purposes of this subparagraph (b). (c)Nontransferability of Options: An Option shall not be transferable by the Employee or Participant to whom it has been granted otherwise than by will or the laws of descent and distribution and shall be exercisable, during his lifetime, only by him. However, in the discretion of the Committee, the terms of any Offering may prohibit transfer under any circumstances and provide for cancellation of the unexercised portion of any Option upon the death of a Participant. (d)Purchases: Purchases of Shares by any Participant pursuant to an Offering shall be made with funds accumulated in his Account through payroll deductions from such Participant's salary or as otherwise permitted by the Committee, under rules of uniform application over the time period specified in such Offering. (e)Other Provisions: Each Offering shall contain such other provisions as the Committee shall deem advisable, including restrictions on resale of Stock purchased through an Offering, provided that no such provisions may in any way conflict, or be inconsistent, with the terms of the Plan as amended from time to time. (f)Requirements of Law: The issuance of any Stock hereunder is conditioned upon registration of the Stock to be issued under applicable federal and state securities laws and its listing on any applicable stock exchange. In no event shall any Stock be issued hereunder prior to the effective date of any such registration or listing application. (g)Issuance of Shares: The shares of Stock purchased by each Participant shall be considered to be issued and outstanding to his credit as of the close of business on the Expiration Date for any Offering. Shares purchased by each Participant during an Offering shall be credited to that individual's Account no later than the day after the Expiration Date of that Offering. (h)Account Balances: No interest shall accrue at any time for any amount credited to the Account of a Participant. After the close of each Offering, a report will be sent to each Participant stating the entries made to his Account, the number of Shares purchased and the applicable Purchase Price. (i)Minimum Holding Period: A Participant will possess all the rights and privileges of a stockholder with respect to all of the Shares held in his or her Account under the Plan, including the right to vote such Shares, and will receive all dividends, distributions and stockholder communications with respect to such Shares. However, Shares shall remain in the Account until the expiration of the Minimum Holding Period with respect to such Shares, as determined by the Committee at or prior to the Commencement Date of the Offering. ARTICLE VIII WITHDRAWALS FROM PARTICIPANT ACCOUNTS Section 8.1 Except for any officer of the Company who is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (an "Executive Officer"), Participants may cease participation in an Offering at any time prior to the Expiration Date and withdraw all cash amounts in their Account. Such withdrawal shall serve to cancel the Participant's Option and the Participant shall thereupon cease his or her participation in such Offering. Partial cash withdrawals shall not be permitted. Cash withdrawal requests shall be made in such form and under such conditions as may be specified from time to time by the Committee. Executive Officers may not make cash withdrawals for so long as they remain Executive Officers. Section 8.2 A Participant may request, once in each calendar year, delivery of a stock certificate representing all or any portion of the Shares (in a whole number of Shares) held in his or her Account for at least the Minimum Holding Period. Unless otherwise specified by the Committee at or prior to the Commencement Date of any Offering, the Minimum Holding Period with respect to Shares purchased under such Offering shall be one year from the Expiration Date of that Offering,. A Participant shall not be permitted to pledge, transfer or sell Shares held in his or her Account until they are issued in certificate form after expiration of the Minimum Holding Period. Withdrawals of Shares prior to the end of the Minimum Holding Period will be permitted only for the purpose of Hardship, demonstrated to the reasonable satisfaction of the Committee. Section 8.3 Upon termination of a Participant's employment with the Company for any reason, whether voluntary or involuntary, his or her participation in the Plan shall immediately terminate. As soon thereafter as practicable, the Participant shall receive the following: (a) cash in an amount equal to the balance in his or her Account as of the date of the termination of employment, (b) a stock certificate for all whole Shares held in the Account for at least the Minimum Holding Period and (c) the cash equivalent of any fractional Share in the Account. Any Shares held for less than the Minimum Holding Period shall remain in the Account for the remainder of any such holding period(s) and certificates for such Shares shall be issued to the former Participant only at the conclusion of the Minimum Holding Period applicable to such Shares. ARTICLE IX RECAPITALIZATION OR REORGANIZATION AND STOCK DIVIDENDS Section 9.1 If the Company shall be the surviving corporation in any merger, consolidation, or reorganization, each outstanding Option shall pertain to and apply to the securities to which a holder of a number of shares subject to the Option would have been entitled. In the event of a dissolution or liquidation of the Company, or any merger, consolidation or reorganization in which the Company is not the surviving corporation, the Committee, at its election, may cause each outstanding Option to terminate, provided, however, that each Optionee shall, in such event, subject to such rules and limitations of uniform application as the Committee may prescribe, be entitled to the rights of terminating Participants provided in Section 8. Section 9.2 The aggregate number of Shares which may be purchased by the exercise of outstanding Options and the Purchase Price per share covered by each such outstanding Option and the number of Shares held in a Participant's Account, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a subdivision or consolidation of Shares or other capital adjustment, or the payment of a stock dividend or other increase or decrease in such Shares effected without the receipt of consideration by the Company. Section 9.3 The grant of an Option under the Plan shall not affect in any way the Company's right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. ARTICLE X AMENDMENT OF THE PLAN The Board may suspend or terminate the Plan, reconstitute the Plan in whole or in part, or amend or revise the Plan in any respect whatsoever except that (a) no amendment shall cause any Option to fail to qualify as an option under an "employee stock purchase plan" as defined in Section 423 of the Code, (b) without approval of the stockholders, no amendment shall increase the number of Shares which may be sold under the Plan or make any change in the Employees or class of Employees eligible to participate in the Plan, and (c) without the approval of an Optionee, no change shall be made in the terms of any outstanding Option adverse to the interest of the Optionee. ARTICLE XI MISCELLANEOUS Section 11.1The Board may approve or adopt discount stock purchase plans under the Plan for employees of Subsidiaries as required to meet the provisions of the tax or securities laws or other applicable laws, rules or regulations in the jurisdictions in which any Subsidiary operates. Any shares of Stock issued under any such Subsidiary plans shall be deemed to have been issued under the Plan. The Board, in its sole discretion, may delegate its authority under this Section 11.1 to (a) its Compensation, Benefits and Nominating Committee or (b) to the extent permitted under applicable law, to the Chief Executive Officer or any other appropriate officer of the Company. Section 11.2Neither the Plan nor any document generated in connection herewith shall be construed to give any Employee the right to be retained in the employ of the Company. The Company retain the unqualified right to terminate the employment of any Employee at any time. EX-5.1 3 Exhibit 5.1 [LETTERHEAD OF A&A] June 30, 1995 Board of Directors Alexander & Alexander Services Inc. 1185 Avenue of the Americas New York, NY 10036 Re: Alexander & Alexander Services Inc. 1995 Long-Term Incentive Plan Gentlemen: I am General Counsel of Alexander & Alexander Services Inc., a Maryland corporation (the "Company"), and have acted as counsel for the Company in connection with the Registration Statement on Form S-8 (the "Registration Statement") to be filed under the Securities Act of 1933, to register 750,000 shares of the Company's Common Stock, $1.00 par value per share (the "Shares"), to be issued from time to time by the Company pursuant to the Employee Discount Stock Purchase Plan, (the "Purchase Plan"). In connection with the foregoing, I have examined the originals or copies of such corporate records, documents, certificates and other instruments as I have deemed necessary or appropriate for the purposes of rendering this opinion. Based on the foregoing, it is my opinion that the Shares, when issued and delivered as contemplated by the Purchase Plan, will be validly issued, fully paid and non-assessable. The foregoing opinions are limited to the laws of the state of Maryland and I do not express any opinion herein concerning any other law. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933. Very truly yours, /s/ Albert A. Skwiertz, Jr. Albert A. Skwiertz, Jr. Vice President and General Counsel ht:Z:WP:FORMS8/EDSPPLAN EX-23.1 4 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Alexander & Alexander Services Inc. on Form S-8 of our report dated February 15, 1995 (February 28, March 16 and 27, 1995 with respect to certain information in Notes 2,5,8 and 14), appearing in the Annual Report on Form 10-K/A of Alexander & Alexander Services Inc. for the year ended December 31, 1994. DELOITTE & TOUCHE LLP Baltimore, Maryland June 30, 1995 -----END PRIVACY-ENHANCED MESSAGE-----