-----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, mDlhUTAhYSAoIQXSdLv6wDJqz7NWdr0cAlK7GC9XdnQ2d8vi3Mf4wkf4JnXMAGoz EZnH/DKtBMCDwnjo1UvvnA== 0000003449-94-000005.txt : 19940228 0000003449-94-000005.hdr.sgml : 19940228 ACCESSION NUMBER: 0000003449-94-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940225 ITEM INFORMATION: 1 FILED AS OF DATE: 19940225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALEXANDER & ALEXANDER SERVICES INC CENTRAL INDEX KEY: 0000003449 STANDARD INDUSTRIAL CLASSIFICATION: 6411 IRS NUMBER: 520969822 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 34 SEC FILE NUMBER: 001-08282 FILM NUMBER: 94513001 BUSINESS ADDRESS: STREET 1: 1211 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 8-K 1 YEAR END EARNINGS ON FORM 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 (February 25, 1994): February 25, 1994 Alexander & Alexander Services Inc. (Exact name of registrant as specified in its charter) Maryland 1-8282 52-0969822 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) organization) 1211 Avenue of the Americas 10036 New York, New York (Zip Code) (Address of principal executive offices) (212) 840-8500 (Registrant's telephone number, including area code:) Not Applicable (Former name or former address, if changed since last report. Item 5. Other Events. On February 25, 1994, Alexander & Alexander Services Inc. issued the following press release: A&A REPORTS FOURTH QUARTER PROFIT OF $0.03 PER SHARE AND FULL-YEAR PROFIT OF $0.48; BOARD DECLARES QUARTERLY DIVIDEND OF $0.25 PER SHARE NEW YORK, Feb. 25 -- Alexander & Alexander Services Inc. (A&A) today reported net income of $3.2 million, or $0.03 per share, for the quarter ended December 31, 1993. For the comparable 1992 quarter, A&A reported a net loss of $137.4 million, or $3.18 per share. The 1992 fourth quarter included a $157.5 million, or $3.61 per share, special charge related to discontinued or sold underwriting operations as well as a $0.26 per share gain on the sale of a non-core U.K.-based pension fund management operation. Consolidated operating revenues of $347.8 million for the 1993 fourth quarter compares to $345.1 million for the same year-ago period. After adjusting for lower foreign exchange rates and operations that were sold in 1992, this represents an increase of 3.3 percent. In a separate action, A&A's Board of Directors has declared a quarterly dividend of $0.25 per share, payable March 31, 1994, to shareholders of record on March 17. The fourth quarter results primarily reflect lower earnings by the Alexander Consulting Group as well as the expected cost of settling certain litigation and related claims brought against the company. These factors were partially offset by lower income taxes, primarily due to the recognition of capital-loss carryforwards. T.H. Irvin, chief executive officer, said, "As previously announced, we installed new ACG management late last year. The new leadership is moving aggressively to restore competitiveness, growth and earnings. We see substantial progress already and expect that the turnaround will continue through 1994." Robert E. Boni, chairman of the board, said, "The fourth quarter results make it abundantly clear that we must press ahead with our plans to improve operations and enhance shareholder return." Dr. Boni added, "The business environment has changed dramatically for A&A, and it is clear that the company must also change. A&A has an excellent global franchise, sound core businesses, and highly professional people who are serving a very substantial client base. We intend to build on this foundation." Operating expenses for the fourth quarter were $340.2 million compared to $326.8 million in 1992. After adjusting for foreign exchange variances and sold operations, operating expenses increased by 7 percent, reflecting higher insurance and professional fees expenses. Other net non-operating expenses in the 1993 fourth quarter were $9 million higher than 1992. This reflects certain costs associated with the previously cited legal settlement as well as non-recurring 1992 transactions, including the $16.7 million gain on the sale of a U.K. operation and a $12.5 million special charge relating to sold underwriting operations. 1993 Full Year Results Net income for the year ended December 31, 1993, was $26.9 million, or $0.48 per share, compared to a net loss of $88.0 million, or $2.03 per share, for the full year of 1992. Consolidated operating revenues for 1993 were $1,341.6 million compared to $1,369.5 million for 1992. The decline in revenue was primarily due to lower foreign exchange rates and lost revenues from operations sold in 1992. Excluding these factors, revenues increased by 2.8 percent in 1993 over 1992. Operating expenses for the 12 months ended December 31, 1993, increased 5.7 percent to $1,289.3 million from $1,284.0 million in 1992, after adjusting for exchange rate variances and expenses of sold operations. Net non-operating expenses were $37.8 million higher in 1993 versus 1992, primarily due to $43.8 million of gains on sales of businesses and a $16.5 million special charge, both of which occurred in 1992. Also contributing to the comparison were significantly higher 1993 litigation costs. In November 1993, A&A issued 2.3 million shares of common stock to acquire Clay & Partners, a U.K.-based actuarial and employee benefits consulting operation. The acquisition was accounted for as a pooling of interests, and accordingly financial results have been restated for periods prior to the acquisition. A&A Services Inc. [NYSE: AAL] is a global organization of professional advisers providing risk management, insurance brokerage and human resource management consulting services from offices in more than 80 countries. ## (UNAUDITED) Alexander & Alexander Services Inc. Operating Results Quarter and Twelve Months Ended December 31, 1993 and 1992 (millions except per share amounts) Quarter Ended Twelve Months Ended December 31, December 31, --------------- ----------------- 1993 1992 1993 1992 (Restated)(1) (Restated)(1) ---- ---- ---- ---- Operating Revenues $347.8 $345.1 $1,341.6 $1,369.5 Operating Expenses 340.2 326.8 1,289.3 1,284.0 ------ ------- -------- -------- Operating Income 7.6 18.3 52.3 85.5 Other - Net (8.9) 12.6 (20.4) 33.9 (2) Special charges -- (12.5) -- (16.5) ------ ------- -------- ------- Income (Loss) Before Income Taxes and Minority Interest (1.3) 18.4 31.9 102.9 Income Taxes 4.5 (9.9) (6.4) (44.1) ------ ------ -------- ------- Income Before Minority Interest 3.2 8.5 25.5 58.8 Minority Interest -- (0.9) (1.9) (1.8) ------ ------- -------- ------- Income from Continuing Operations 3.2 7.6 23.6 57.0 Discontinued Operations -- (145.0) -- (145.0) Cumulative Effect of Accounting Change (3) -- -- 3.3 -- ------ ------- -------- ------- Net Income (Loss) 3.2 (137.4) 26.9 (88.0) Preferred Stock Dividend (2.1) -- (6.2) -- ------ ------- -------- ------- Earnings Available for Common & Equivalent Shares $ 1.1 $(137.4) $ 20.7 $ (88.0) ====== ======= ======== ======= Per Share of Common Stock: Income from Continuing Operations .03 .17 .40 1.32 Discontinued Operations -- (3.35) -- (3.35) Cumulative Effect of Accounting Change -- -- .08 -- ------ ------- -------- ------- Earnings (Loss) Per Share $ .03 $ (3.18) $.48 $(2.03) ====== ======= ======== ======= Weighted Average Shares 43.5 43.3 43.4 43.2 ====== ======= ======== ======= (1) On November 30, 1993, the Company acquired all of the partnership interests of Clay & Partners, a U.K.-based human resource management consulting operation, for 2.3 million shares of A&A Common Stock. This acquisition has been accounted for as a pooling of interests and, accordingly, the consolidated financial statements have been restated for all periods prior to the acquisition. (2) The 1992 results include gains of $43.8 million on the sales of three non-core businesses. (3) The Company recognized the cumulative effect of a change in accounting principle relating to income tax expenses in accordance with the provision of SFAS No. 109 "Accounting for Income Taxes". ## SIGNATURE 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 hereunto duly authorized. ALEXANDER & ALEXANDER SERVICES INC. By: /s/ Ronald J. Roessler Ronald J. Roessler Senior Vice President & General Counsel Date: February 25, 1994 ht:Z:FORM8K:2/25/94 Alexander & Alexander Services Inc. 1211 Avenue of the Americas New York, NY 10036 Telephone 212 840-8500 FAX 212 444-4696 VIA EDGAR February 25, 1994 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: Current Report on Form 8-K Gentlemen: Enclosed for filing please find one conformed copy of the Current Report on Form 8-K for Alexander & Alexander Services Inc. (the "Company"). This filing notices the February 25, 1994 press release by the Company. Sincerely, /s/ Donna Somma Donna Somma Assistant Vice President & Securities Counsel DS/ht Enc. ht:Z:FORM8K/8K294LTR -----END PRIVACY-ENHANCED MESSAGE-----