-----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, SSbnn1+eZK6bPYsEdHuazpmRQ5JoQAkcGjQTdwui7cDSbEWxwUK3Yx8MyfB+oUyo A07lDzXOzC6W9nKTFJgdiw== 0000950131-96-006441.txt : 19961224 0000950131-96-006441.hdr.sgml : 19961224 ACCESSION NUMBER: 0000950131-96-006441 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 19961223 SROS: CSX SROS: NYSE GROUP MEMBERS: AON CORP GROUP MEMBERS: AON CORPORATION, SUBSIDIARY CORPORATION INC. 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 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-11552 FILM NUMBER: 96685309 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 14D1/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 14D1/A 1 SCHEDULE 14D1/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- AMENDMENT NO. 1 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF 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 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 (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. 1. Capitalized terms not defined herein shall have the meanings assigned thereto in the Statement. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(10) Retraction and Tender Request. (a)(11) Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to Clients Holding Class 1 Special Shares (the "RSC Shares") of Reed Stenhouse Companies Limited ("RSC"). (a)(12) Letter from Frank G. Zarb, Chairman of the Board, President and Chief Executive Officer of the Company, to Shareholders of RSC, dated December 16, 1996. (a)(13) Letter from James S. Horrick, President and Chief Executive Officer of RSC, to Shareholders of RSC, dated December 16, 1996. (a)(14) Memorandum from Aird & Berlis to Certain Holders of RSC Shares, dated December 19, 1996. (a)(15) Summary Instructions for Mailing Redemption and Tender Request. (a)(16) Certificate of Foreign Status on Form W-8. (a)(17) Conversion and Tender Request. (a)(18) Letter from Frank G. Zarb, Chairman of the Board, President and Chief Executive Officer of the Company, to holders of the Class C Common Stock, dated December 24, 1996. (a)(19) Letter from R.A. Iles, Chairman of Alexander & Alexander Services UK plc ("A&A UK"), to Shareholders of A&A UK, dated December 24, 1996. 1 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: December 23, 1996 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 2 EXHIBIT INDEX (a) (10) Retraction and Tender Request. (a) (11) Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to Clients Holding Class 1 Special Shares (the "RSC Shares") of Reed Stenhouse Companies Limited ("RSC"). (a) (12) Letter from Frank G. Zarb, Chairman of the Board, President and Chief Executive Officer of the Company, to Shareholders of RSC, dated December 16, 1996. (a) (13) Letter from James S. Horrick, President and Chief Executive Officer of RSC, to Shareholders of RSC, dated December 16, 1996. (a) (14) Memorandum from Aird & Berlis to Certain Holders of RSC Shares, dated December 19, 1996. (a) (15) Summary Instructions for Mailing Redemption and Tender Request. (a) (16) Certificates of Foreign Status on Form W-8. (a) (17) Conversion and Tender Request. (a) (18) Letter from Frank G. Zarb, Chairman of the Board, President and Chief Executive Officer of the Company, to holders of the Class C Common Stock, dated December 24, 1996. (a) (19) Letter from R.A. Iles, Chairman of Alexander & Alexander Services UK plc ("A&A UK"), to Shareholders of A&A UK, dated December 24, 1996.
EX-99.(A)(10) 2 RETRACTION AND TENDER REQUEST EXHIBIT (A)(10) THIS RETRACTION AND TENDER REQUEST AND ALL REQUIRED SHARE CERTIFICATES AND DOCUMENTS MUST BE RECEIVED BY REED STENHOUSE COMPANIES LIMITED C/O THE FIRST CHICAGO TRUST COMPANY OF NEW YORK ON OR BEFORE JANUARY 14, 1997 (UNLESS EXTENDED) (THE "EXPIRATION DATE") RETRACTION AND TENDER REQUEST TO: REED STENHOUSE COMPANIES LIMITED ("RSC") AND MONTREAL TRUST COMPANY OF CANADA c/o The First Chicago Trust Company of New York (the "Depositary") The undersigned holder of the Class 1 Special Shares of RSC described below ("RSC Shares") hereby (i) requests redemption of such RSC Shares for a redemption price determined pursuant to the Restated Articles of Incorporation of RSC (the "Articles"), being equal to one share of Common Stock, par value $1.00 per share, and associated preferred stock purchase rights ("A&A Shares"), of Alexander & Alexander Services Inc. ("A&A") for each RSC Share redeemed plus, if applicable, any dividends payable on such RSC Shares pursuant to the Articles (the "Redemption Price"), and (ii) tenders the A&A Shares received upon such redemption pursuant to the Offer (as defined below), in each case on the terms and conditions set forth below: 1. The undersigned hereby tenders for redemption for the Redemption Price the RSC Shares described below, and requests that such redemption be effected on the date (the "Redemption Date") Subsidiary Corporation, Inc., a Maryland corporation (the "Offeror") and a wholly owned subsidiary of Aon Corporation, first accepts for payment A&A Shares pursuant to the Offeror's offer to purchase all of the outstanding A&A Shares at a purchase price of U.S. $17.50 per A&A Share, net to seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 16, 1996 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and the related Letter of Transmittal (which together with the Offer to Purchase constitute the "Offer"), and contemporaneously therewith, provided that if the Redemption Date does not occur prior to 12:00 midnight (New York time) on April 1, 1997, such RSC Shares shall be returned to the undersigned. The undersigned may withdraw this Retraction and Tender Request prior to the purchase of the A&A Shares by contacting the Company c/o First Chicago Trust Company of New York. 2. The undersigned hereby tenders to the Offeror pursuant to the Offer all A&A Shares received upon the redemption of the RSC Shares tendered hereby. The undersigned is entitled to the withdrawal rights described in the Offer to Purchase. 3. Subject to and effective upon redemption of the RSC Shares tendered hereby, the undersigned hereby appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to the A&A Shares received upon such redemption so that such A&A Shares may be tendered under the Offer. Such power of attorney is coupled with an interest and is irrevocable. 4. Subject to and effective upon acceptance for payment of and payment for the A&A Shares tendered hereby, the undersigned hereby sells, assigns and transfers to or upon the order of the Offeror all right, title and interest in and to all the A&A Shares that are being tendered hereby (and any and all other A&A Shares or other securities issued or issuable in respect thereof on or after December 11, 1996) and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such A&A Shares (and all such other A&A Shares or securities), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (a) deliver certificates for such A&A Shares (and all such other A&A Shares or securities), together with all accompanying evidences of transfer and authenticity, to or upon the order of the Offeror, (b) present such A&A Shares (and all such other A&A Shares or securities) for transfer on the books of A&A and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such A&A Shares (and all such other A&A Shares or securities), all in accordance with the terms of the Offer. 5. The undersigned hereby irrevocably appoints each designee of the Offeror as the attorney-in-fact and proxy of the undersigned, each with full power of substitution, to exercise all voting and other rights of the undersigned in such manner as each such attorney and proxy or his substitute shall in his sole judgment deem proper, with respect to all of the A&A Shares tendered hereby which have been accepted for payment by the Offeror prior to the time of any vote or other action (and any and all other A&A Shares or other securities or rights issued or issuable in respect of such A&A Shares on or after December 11, 1996) at any meeting of stockholders of A&A (whether annual or special and whether or not an adjourned meeting) or otherwise. This proxy is irrevocable and is granted in consideration of, and is effective upon, the acceptance for payment of such A&A Shares by the Offeror in accordance with the terms of the Offer. 6. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender for redemption the RSC Shares tendered hereby and to tender the A&A Shares received upon such redemption pursuant to the Offer. The RSC Shares tendered hereby for redemption shall be redeemed by RSC free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims and, when accepted for payment by the Offeror, the Offeror will acquire good and unencumbered title to the A&A Shares tendered hereby free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by RSC, the Offeror or the Depositary to be necessary or desirable to complete the redemption of the RSC Shares tendered hereby or the transfer of the A&A Shares tendered hereby. 7. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. DESCRIPTION OF RSC SHARES TENDERED FOR REDEMPTION* - ---------------------------------------- SHARES TENDERED FOR REDEMPTION (ATTACH ADDITIONAL LIST, IF NECESSARY)
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) NUMBER OF NUMBER OF (PLEASE SHARE SHARES SHARES FILL IN, IF CERTIFICATE REPRESENTED BY TENDERED FOR BLANK) NUMBER(S)** CERTIFICATE(S)** REDEMPTION*** - ------------------------------------------------------- - ------------------------------------------------------- - ------------------------------------------------------- - ------------------------------------------------------- - -------------------------------------------------------
Total Shares - -------------------------------------------------------------------------------- * All A&A Shares received upon redemption pursuant to this Redemption and Tender Request will be tendered pursuant to the Offer. ** Need not be completed by stockholders tendering by book-entry transfer. ***Unless otherwise indicated, it will be assumed that all RSC Shares represented by any certificates delivered to RSC c/o the Depositary are being tendered for redemption. See Instruction 4. [_] CHECK HERE IF TENDERED RSC SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND COMPLETE THE FOLLOWING: Name of Tendering Institution ______________________________________________ Account No. _____________________________________________________________ at [_]The Depository Trust Company [_]The Canadian Depositary for Securities Limited Transaction Code No. _______________________________________________________ SIGN HERE --------------------------------------------------------------------------- --------------------------------------------------------------------------- Signature(s) of Owner(s) --------------------------------------------------------------------------- Name(s) ___________________________________________________________________ --------------------------------------------------------------------------- Capacity (full title) _____________________________________________________ Address ___________________________________________________________________ --------------------------------------------------------------------------- --------------------------------------------------------------------------- (Include Postal Code) --------------------------------------------------------------------------- Area Code and Telephone Number ____________________________________________ Taxpayer Identification Number ____________________________________________ Dated: _____________________________________________________________ , 199_ (Must be signed by registered holder(s) exactly as name(s) appear(s) on share certificate(s) or on a security position listing or by the person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 4.) GUARANTEE OF SIGNATURE(S) (See Instructions 1 and 4) FOR USE BY SIGNATURE GUARANTORS ONLY. PLACE MEDALLION GUARANTEE IN SPACE BELOW. Authorized signature(s) ___________________________________________________ Name ______________________________________________________________________ Name of Firm ______________________________________________________________ Address ___________________________________________________________________ --------------------------------------------------------------------------- (Include Postal Code) Area Code and Telephone Number ____________________________________________ Dated: _____________________________________________________________ , 199_ INSTRUCTIONS 1. Guarantee of Signatures. Except as otherwise provided below, signatures on all Retraction and Tender Requests must be guaranteed by a firm that is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or by any other bank, broker, dealer, credit union, savings association or other entity which is an "eligible guarantor institution" as such term is defined in Rule 17Ad-15 under the U.S. Securities Exchange Act of 1934, as amended, or by a Canadian chartered bank or trust company, a member of the Investment Dealers Association of Canada or a member of the Toronto Stock Exchange, the Montreal Exchange, the Alberta Stock Exchange, the Vancouver Stock Exchange or by another guarantor acceptable to RSC and the Offeror (each of the foregoing constituting an "Eligible Institution"), unless the RSC Shares tendered thereby are tendered (i) by a registered holder of RSC Shares or (ii) for the account of an Eligible Institution. See Instruction 4. If the certificates are registered in the name of a person or persons other than the signer of this Retraction and Tender Request, then the tendered certificates must be endorsed or accompanied by duly executed stock powers signed exactly as the name or names of the registered owner or owners appear on the certificates or stock powers, with the signatures on the certificates or stock powers guaranteed by an Eligible Institution as provided therein. See Instruction 4. 2. Delivery of Retraction and Tender Request and RSC Shares. This Retraction and Tender Request is to be used either if certificates are to be forwarded herewith or if the delivery of RSC Shares is to be made by book-entry transfer. Certificates for all physically delivered RSC Shares, or a confirmation of a book-entry transfer into the Depositary's account at one of the Canadian Depositary for Securities Limited or The Depository Trust Company (the "Book-Entry Transfer Facilities") of all RSC Shares delivered electronically, as well as a properly completed and duly executed Retraction and Tender Request (or a manually signed facsimile thereof) and any other documents required by this Retraction and Tender Request, or an Agent's Message in the case of a book-entry delivery, must be received by the Depositary at one of its addresses set forth below prior to the Expiration Date. ("Agent's Message" means a message transmitted by Book-Entry Transfer Facility to, and received by, the Depositary and forming part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgement from the participant in such Book-Entry Transfer Facility tendering the RSC Shares for redemption that such participant has received and agrees to be bound by the terms of the Retraction and Tender Request and that RSC may enforce such agreement against the participant.) The method of delivery of RSC Shares, the Retraction and Tender Request and all other required documents, including delivery through a Book-Entry Transfer Facility, is at the option and risk of the tendering shareholder. If delivery is by mail, registered mail with return receipt request, properly insured, is recommended. 3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the number of RSC Shares should be listed on a separate schedule attached hereto. 4. Signatures on Retraction and Tender Request; Stock Powers and Endorsements. If this Retraction and Tender Request is signed by the registered holder(s) of the RSC Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever. If any of the RSC Shares tendered hereby are held of record by two or more persons, all such persons must sign this Retraction and Tender Request. If any of the RSC Shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Retraction and Tender Requests as there are different registrations of certificates. If this Retraction and Tender Request is signed by the registered holder(s) of the RSC Shares tendered hereby, no endorsements of certificates or separate stock powers are required. If this Retraction and Tender Request is signed by a person other than the registered holder(s) of the RSC Shares tendered hereby, the certificate must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates for such RSC Shares. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution. If this Retraction and Tender Request or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to RSC of the authority of such person so to act must be submitted. 5. Requests for Assistance or Additional Copies. Requests for assistance or additional copies of this Retraction and Tender Request may be obtained from the Information Agent or the Dealer Manager at their respective addresses or telephone numbers set forth below. 6. Backup Withholding. Holders that are not United States citizens or resident aliens must submit a completed IRS Form W-8 to avoid 31% backup withholding. Each holder that is a United States person or resident alien must provide the Depositary with such holder's correct Taxpayer Identification Number on Substitute Form W-9 to avoid 31% backup withholding, unless an exemption applies. An IRS Form W-8 or Substitute Form W-9 may be obtained by contacting the Information Agent or the Dealer Manager at their respective addresses or telephone numbers set forth below. The Information Agent for the Offer is: LOGO WALL STREET PLAZA NEW YORK, NEW YORK 10005 Banks and Brokers Call Collect: (212) 440-9800 All Others Call Toll-Free: 1-800-223-2064 The Dealer Manager for the Offer is: LAZARD FRERES & CO. LLC 30 ROCKEFELLER PLAZA NEW YORK, NEW YORK 10020 (212) 632-6717 The Depositary for the Redemption and the Offer is: FIRST CHICAGO TRUST COMPANY OF NEW YORK By Mail: By Hand: By Overnight Courier: Tenders & Exchanges First Chicago Trust Tenders & Exchanges P.O. Box 2569--Suite Company of New York 14 Wall Street 4660-ALEX Tenders & Exchanges 8th Floor--Suite 4680- Jersey City, New Jersey c/o The Depository Trust ALEX 07303-2569 Company New York, New York 55 Water Street, DTC TAD 10005 Vietnam Veterans Memorial Plaza New York, New York 10041 EX-99.(A)(11) 3 LETTER FROM BROKERS, DEALERS, COMMERCIAL BANKS EXHIBIT (A)(11) December 16, 1996 To Our Clients: Aon Corporation, through its wholly owned subsidiary, Subsidiary Corporation, Inc., a Maryland corporation (the "Offeror"), is making an offer to purchase all the shares of Common Stock, par value $1.00 per share, and associated preferred stock purchase rights (the "A&A Shares"), of Alexander & Alexander Services Inc., a Maryland corporation ("A&A"), at a purchase price of $17.50 per Share, net to seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 16, 1996, and the related Letter of Transmittal (which together constitute the "Offer"). A copy of the Offer to Purchase and Letter of Transmittal is enclosed. This material is being forwarded to you as a beneficial owner of Class 1 Special Shares ("RSC Shares") of Reed Stenhouse Companies Limited ("RSC") carried by us in your account but not registered in your name. Each RSC Share is intended to represent the economic equivalent of one A&A Share. In order to participate in the Offer, it will be necessary for you to instruct us to (a) request the redemption of your RSC Shares for A&A Shares on a one-for-one basis, and (b) tender the A&A Shares received upon such redemption pursuant to the terms and conditions set forth in the Offer. A REQUEST FOR REDEMPTION OF THE RSC SHARES AND THEN A TENDER OF THE A&A SHARES RECEIVED UPON REDEMPTION CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE RETRACTION AND TENDER REQUEST AND THE LETTER OF TRANSMITTAL ARE FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO REQUEST REDEMPTION OF ANY RSC SHARES HELD BY US FOR YOUR ACCOUNT OR TO TENDER PURSUANT TO THE OFFER ANY A&A SHARES ISSUABLE UPON SUCH REDEMPTION. Accordingly, with regard to RSC Shares held by us for your account, we need instructions as to whether you wish to request the redemption of your RSC Shares for A&A Shares and whether you wish to tender the A&A Shares received upon such redemption request pursuant to the Offer. Please note the following: 1. RSC Shares are convertible for A&A Shares on a one-for-one basis. 2. Your request for redemption will be effected on the date (the "Redemption Date") the Offeror first accepts for payment A&A Shares pursuant to the Offer. 3. If the Redemption Date does not occur prior to 12:00 midnight (New York time) on April 1, 1997, the RSC Shares tendered for redemption will be returned to your account. You may also withdraw your instructions prior to the purchase of the A&A Shares by contacting us directly. In addition, you are entitled to certain withdrawal rights described in the Offer to Purchase. 4. The tender price is U.S. $17.50 per A&A Share, net to you in cash without interest. 5. The Offer is being made for all of the outstanding A&A Shares. 6. The Offer and withdrawal rights will expire at 12:00 midnight, New York City time, on January 14, 1997, unless the Offer is extended. 7. The Offer is conditioned upon, among other things, there being validly tendered prior to the expiration of the Offer and not withdrawn a number of A&A Shares which would constitute at least a majority of the combined voting power of the A&A Shares, the Class A Common Stock of A&A and the Class C Common Stock of A&A (assuming the exercise of all options to purchase, and the conversion or exchange of all securities convertible or exchangeable into, such shares outstanding at the expiration date of the Offer, other than the conversion of the 8% Series B Cumulative Convertible Preferred Stock of A&A). The Offer is also subject to the other terms and conditions contained in the Offer to Purchase. If you wish to have us request the redemption of your RSC Shares for A&A Shares and tender the A&A Shares received upon such redemption pursuant to the Offer, please so instruct us by completing, executing, detaching and returning to us the instruction form contained in this letter. An envelope to return your instruction to us is enclosed. PLEASE FORWARD YOUR INSTRUCTIONS TO US AS SOON AS POSSIBLE TO ALLOW US AMPLE TIME TO ACT ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER. The Offer is made solely by the Offer to Purchase and the related Letter of Transmittal and any supplements or amendments thereto. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of A&A Shares residing in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities laws of such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Offeror by Lazard Freres & Co. LLC or by one or more registered brokers or dealers licensed under the laws of such jurisdiction. 2 INSTRUCTIONS WITH RESPECT TO REQUEST FOR REDEMPTION AND TENDER PURSUANT TO OFFER The undersigned acknowledge(s) receipt of your letter and the enclosed Retraction and Tender Request, and Offer to Purchase dated December 16, 1996 (the "Offer to Purchase") and the related Letter of Transmittal (the Offer to Purchase and related Letter of Transmittal together constituting the "Offer") in connection with the offer by Subsidiary Corporation, Inc., a Maryland corporation (the "Offeror") and a wholly owned subsidiary of Aon Corporation, a Delaware corporation, to purchase all outstanding shares of Common Stock, par value $1.00 per share, of Alexander & Alexander Services Inc., a Maryland corporation, including the associated preferred stock purchase rights (the "A&A Shares"). This will instruct you to request the redemption of that number of Class 1 Special Shares (the "RSC Shares") of Reed Stenhouse Companies Limited ("RSC") indicated below (or if no number is indicated below, all RSC Shares) which are held by you for the account of the undersigned, and to tender all the A&A Shares received upon such redemption upon the terms and subject to the conditions set forth in the Offer. Number of RSC Shares Requested to be Redeemed:* SIGN HERE ------------------------------------- ------------------------------------- Account Number: Signature(s) ------------------------------------- Date: ------------------------------------- (Print Name(s)) ------------------------------------- ------------------------------------- (Print Address(es)) ------------------------------------- (Area Code and Telephone Number(s)) ------------------------------------- (Taxpayer Identification or Social Security Number(s))** - -------- *If you elect to tender for redemption RSC Shares held by us for your account, then we will automatically tender pursuant to the Offer any A&A Shares received upon such redemption. **Holders that are not United States citizens or resident aliens must submit a completed IRS Form W-8 to avoid 31% backup withholding. 3 EX-99.(A)(12) 4 LETTER FROM FRANK G. ZARB EXHIBIT (A)(12) ALEXANDER & Alexander Services Inc. December 16, 1996 Dear Shareholder of Reed Stenhouse Companies Limited: I am pleased to inform you that on December 11, 1996, Alexander & Alexander Services Inc. ("Alexander & Alexander") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Aon Corporation and Subsidiary Corporation, Inc. (the "Offeror"). Pursuant to the Merger Agreement, the Offeror today commenced a tender offer to purchase all outstanding shares of Alexander & Alexander's Common Stock, par value $1.00 per share, and associated preferred stock purchase rights (the "Shares"), for US $17.50 per share in cash. Under the Merger Agreement, the tender offer will be followed by a merger in which any remaining Shares (other than Shares held by dissenting stockholders, if applicable) will be converted into the same consideration as is paid in the tender offer. The Board of Directors of Alexander & Alexander unanimously has approved the Merger Agreement, the tender offer and the merger, has determined that the terms of each of the tender offer and merger are fair to and in the best interests of Alexander & Alexander's common stockholders, and recommends that the Alexander & Alexander's common stockholders accept the tender offer. The Board also recommends that holders of Class 1 Special Shares of Reed Stenhouse Companies Limited retract such shares and tender the shares of Alexander & Alexander Common Stock received on such retraction in acceptance of the tender offer. Mr. Peter C. Godsoe, who is Chairman of the Board and Chief Executive Officer of The Bank of Nova Scotia and a director of both Alexander & Alexander and Reed Stenhouse Companies Limited, voted for the recommendation as a director of Alexander & Alexander. In arriving at its recommendation, the Board of Directors of Alexander & Alexander gave careful consideration to a number of factors which are described in the enclosed materials, including, among other things, the opinion of CS First Boston Corporation, Alexander & Alexander's financial advisor, that the cash consideration of US $17.50 per share to be received by the holders of Common Stock pursuant to the offer and the merger is fair to such common stockholders from a financial point of view. Accompanying this letter is a copy of the Alexander & Alexander Services Inc. Solicitation/Recommendation Statement as well as the Offer to Purchase and related materials, including a form of Retraction and Tender Request for use in requesting redemption of shares you own in Reed Stenhouse Companies Limited and tendering Shares received upon such redemption. We urge you to read the enclosed materials carefully. The management and directors of Alexander & Alexander thank you for the support you have given Reed Stenhouse Companies Limited. Sincerely, Frank G. Zarb Chairman of the Board, President & Chief Executive Officer EX-99.(A)(13) 5 LETTER FROM JAMES S. HORRICK EXHIBIT (A)(13) REED STENHOUSE COMPANIES LIMITED Reed Stenhouse Tower, 20 Ray Street Toronto, Canada M5J 2N9 (416) 868-5500 Facsimile (416) 868- 5580 - ----------------- Reed Stenhouse - ----------------- December 16, 1996 TO: HOLDERS OF CLASS 1 SPECIAL SHARES ("RSC Shares") of REED STENHOUSE COMPANIES LIMITED (the "Company") Aon Corporation, through its wholly owned subsidiary, Subsidiary Corporation, Inc., a Maryland corporation, (the "Offeror") is making an offer to purchase all of the shares of Common Stock, par value $1.00 per share, and associated preferred stock purchase rights (the "A&A Shares"), of Alexander & Alexander Services Inc. ("A&A") at a price of U.S. $17.50 per share, net to seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 16, 1996, and in the related Letter of Transmittal (which together constitute the "Offer"). Copies of the Offer to Purchase and Letter of Transmittal are enclosed. The Letter of Transmittal has been provided for informational purposes only and does not need to be completed. Your RSC Shares are intended to represent the economic equivalent of an equal number of A&A Shares. In order for you to participate in the Offer, it will be necessary for you to (a) request the redemption of your RSC Shares for A&A Shares on a one-for-one basis, and (b) tender the A&A Shares received upon such redemption pursuant to the Offer. You may do this by properly completing and executing the enclosed Retraction and Tender Request and transmitting such request, together with the certificates representing your RSC Shares, as instructed therein so that they are received by First Chicago Trust Company of New York no later than January 14, 1997. Your request for redemption will be effected contemporaneously with the Offeror's first acceptance for payment of A&A Shares pursuant to the Offer. If your request for redemption has not been effected prior to 12:00 midnight (New York time) on April 1, 1997, your RSC Shares will be returned to you. You may also withdraw your Retraction and Tender Request prior to the purchase of the A&A Shares by contacting the Company c/o First Chicago Trust Company of New York. In addition, you are entitled to withdrawal rights described in the Offer to Purchase under "Withdrawal Rights". The Board of Directors of A&A has determined that the terms of the Offer are fair to and in the best interests of the stockholders of A&A and has recommended that all holders of A&A Shares accept the Offer. Such recommendation is included in the documents enclosed with this letter. If you have any questions with respect to the foregoing matters, please contact the Information Agent, Georgeson & Company, Inc., at 1-800-223-2064. If you wish to participate in the Offer, please complete and send the documentation referred to above to the Company, c/o the First Chicago Trust Company of New York, at the address provided in the enclosed documents for arrival prior to January 14, 1997. Yours truly, James S. Horrick President and Chief Executive Officer EX-99.(A)(14) 6 MEMORANDUM FROM AIRD & BERLIS EXHIBIT (A)(14) [LETTERHEAD OF AIRD & BERLIS] TO: Certain Holders of Class 1 Special Shares of Reed Stenhouse Companies Limited FROM: Aird & Berlis DATE: December 20, 1996 - -------------------------------------------------------------------------------- CANADIAN FEDERAL INCOME TAX CONSEQUENCES OF THE RETRACTION AND TENDER REQUEST The following is a general summary of the principal Canadian federal income tax consequences of the Retraction and Tender Request generally applicable to shareholders of Reed Stenhouse Companies Limited ("RSC") who are resident or deemed to be resident in Canada, deal at arm's length with RSC, Alexander & Alexander Services Inc. ("A&A"), Aon Corporation and Subsidiary Corporation Inc. and who hold their Class 1 Special Shares of RSC (the "RSC Shares") as capital property, all for the purpose of the Income Tax Act (Canada)(the "Act"). This summary is not applicable to "specified financial institutions" as that term is defined in the Act. Such shareholders should consult their own tax advisors. RSC Shares will generally be considered to constitute capital property of a shareholder unless either such holder holds such shares in the course of carrying on a business of buying and selling shares or such holder has acquired such shares in a transaction or transactions considered to be an adventure in the nature of trade. A shareholder whose RSC Shares might not otherwise qualify as capital property may qualify to make an irrevocable election in accordance with subsection 39(4) of the Act to have every "Canadian security" owned by such holder in the taxation year of the election and in all subsequent taxation years deemed to be a capital property. Recent amendments to the Act (the "mark-to-market rules") generally preclude certain "financial institutions", as defined in the Act, from obtaining capital gains treatment in respect of gains realized from a disposition of shares of corporations (other than shares of a corporation in which the institution has a "significant interest") and such institutions are precluded from making the subsection 39(4) election referred to above. This summary does not otherwise take into account the mark-to-market rules and taxpayers that are "financial institutions" for the purpose of such rules should consult their own tax advisers. December 20, 1996 Page 2 This summary is based on the current provisions of the Act, the regulations thereunder (the "Regulations") and our understanding of the current administrative and assessing practices of Revenue Canada. In addition, this summary takes into account all specific proposals to amend the Act and the Regulations announced by the Department of Finance prior to the date hereof (collectively, the "Proposed Tax Amendments") and assumes that all such Proposed Tax Amendments will be enacted in the form announced although no assurance can be given in this regard. This summary does not otherwise take into account or anticipate any changes in law, whether by judicial, governmental or legislative decision or action, nor does it take into account provincial, territorial or foreign tax legislation or considerations, which may differ significantly from those discussed therein. It has been assumed for purposes of this summary that the RSC Shares are not taxable preferred shares for purposes of the Act. Generally, RSC Shares would not be taxable preferred shares since they were issued before June 18, 1987. THIS SUMMARY IS OF A GENERAL NATURE ONLY AND IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY PARTICULAR SHAREHOLDER. ACCORDINGLY, SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS FOR ADVICE WITH RESPECT TO THEIR OWN PARTICULAR CIRCUMSTANCES, INCLUDING WHETHER THE INCOME TAX APPLICATION RULES COULD APPLY TO SHAREHOLDERS, THEIR PLACE OF RESIDENCE AND THE APPLICATION AND EFFECT OF THE INCOME AND OTHER TAX LAWS OF ANY COUNTRY, PROVINCE, STATE OR LOCAL TAX AUTHORITY WHICH MAY APPLY TO THE SHAREHOLDER. RETRACTION OF RSC SHARES In the case of an individual shareholder, the shareholder will be considered to have disposed of such shares for proceeds of disposition equal to the fair market value expressed in Canadian dollars of the A&A Share received on the retraction. The shareholder will realize a capital gain, or capital loss, to the extent that such proceeds exceed, or are exceeded by, the adjusted cost base to the shareholder of the RSC Shares so retracted. The income tax treatment of such gain or loss is discussed below. The cost of the A&A Share received on the retraction will be equal to its fair market value expressed in Canadian dollars. In the case of a corporate shareholder, the amount received (the "Amount Received") by a shareholder on the retraction of the RSC Shares in excess of the paid-up capital of the shares for purposes of the Act will be treated as a dividend (a "deemed dividend") for the purposes of the Act (subject in the case of corporate shareholders to December 20,1996 Page 3 subsection 55(2) of the Act, discussed below). The Amount Received will be equal to the fair market value expressed in Canadian dollars of the A&A Share received on the retraction. The shareholder will also be considered to have disposed of the RSC Share for proceeds of disposition equal to its paid-up capital. As a result, the shareholder may also realize a capital gain (or as a capital loss) to the extent that the adjusted cost base of such share exceeds (or is less than) the paid-up capital. The income tax treatment of such gain or loss is discussed below. The cost of the A&A Share received on the retraction will be equal to its fair market value expressed in Canadian dollars. A deemed dividend received by a corporate shareholder on or as a consequence of the retraction of RSC Shares will be included in computing the shareholders's income. A deemed dividend received by a corporate shareholder will generally be deductible in computing the corporation's taxable income. Private corporations, as defined in the Act, and certain other corporations controlled by or for the benefit of an individual (other than a trust) or related group of individuals (other than trusts) will generally be subject to a refundable tax at the rate of 33-1/3% pursuant to Part IV of the Act on the deemed dividend, to the extent such deemed dividend is deductible in computing taxable income. Notwithstanding the foregoing, subsection 55(2) of the Act provides that where a corporate shareholder receives a deemed dividend which would be deductible in computing the shareholder's taxable income, then (except to the extent that the deemed dividend is subject to Part IV tax which is not refunded as part of the same series of transactions), the deemed dividend may be included in the proceeds of disposition of the shares for purposes of computing the shareholder's capital gain on the disposition of the shares. Corporate shareholders should consult their tax advisers for specific advice with respect to the potential application of subsection 55(2) of the Act on the retraction of RSC Shares. TAXATION OF CAPITAL GAINS AND LOSSES A shareholder will generally be required to include in the shareholder's income three-quarters of any capital gain (the "taxable capital gain") and may apply three-quarters of any capital loss only against taxable capital gains in accordance with the detailed rules in the Act. December 20, 1996 Page 4 If the shareholder is a corporation or a partnership or trust of which a corporation is a partner or a beneficiary, any capital loss realized on the disposition of the RSC Shares may be reduced by the amount of certain dividends which have been received or were deemed to have been received on such shares in accordance with the detailed provisions of the Act in that regard. Shareholders should consult their tax advisers for specific information regarding the application of these provisions, including the effect of certain Proposed Tax Amendments which would extend the application of the "stop-loss" provisions to a trust or partnership that is a member of a partnership or a beneficiary of a trust that holds shares of a corporation. Adjusted Cost Base The cost of the A&A Shares acquired pursuant to the Retraction and Tender Request must be averaged with the adjusted cost base to the holder of all A&A Shares owned by such holder immediately prior to the retraction for purposes of calculating the adjusted cost base of each A&A Share held. This will determine whether a gain or loss will be realized on the subsequent disposition of the A&A Shares for cash. EX-99.(A)(15) 7 SUMMARY INSTRUCTIONS FOR MAILING REDEMPTION EXHIBIT (A)(15) BEFORE YOU MAIL YOUR RETRACTION AND TENDER REQUEST, PLEASE MAKE SURE THAT YOU HAVE: . ENCLOSED YOUR RSC SHARE CERTIFICATE, EXCEPT IF YOU ARE DELIVERING SHARES BY BOOK ENTRY TRANSFER . OBTAINED SIGNATURE GUARANTEES IF YOUR RSC CERTIFICATES ARE IN THE NAME OF A PERSON OR PERSONS OTHER THAN THE SIGNER OF THE RETRACTION AND TENDER REQUEST . ENCLOSED A COMPLETED IRS FORM W-8 OR OTHER SIMILAR FORM TO AVOID A 31% BACKUP WITHHOLDING . INCLUDED PROPER POSTAGE ON THE RETURN ENVELOPE EX-99.(A)(16) 8 CERTIFICATES OF FOREIGN STATUS ON FORM W-8 EXHIBIT (A)(16) Form W-8 (Rev. November 1992) CERTIFICATE OF FOREIGN STATUS Department of the Treasury Internal Revenue Service - -------------------------------------------------------------------------------- NAME OF OWNER (If joint account, also give joint owner's name.) (See SPECIFIC INSTRUCTIONS.) U.S. taxpayer identification number (if any) --------------------------------------------------------------------------- PERMANENT ADDRESS (See SPECIFIC INSTRUCTIONS.) (Include apt. or suite no.) --------------------------------------------------------------------------- City, province or state, postal code, and country --------------------------------------------------------------------------- CURRENT MAILING ADDRESS, if different from permanent address (Include apt. or suite no., or P.O. box if mail is not delivered to street address.) --------------------------------------------------------------------------- City, town or post office, state, and ZIP code (If foreign address, enter city, province or state, postal code, and country.) - -------------------------------------------------------------------------------- List account information Account number Account type Account number Account type here (Optional, see z SPECIFIC INSTRUCTIONS.) - -------------------------------------------------------------------------------- NOTICE OF CHANGE IN STATUS.--To notify the payer, mortgage interest recipient, broker, or barter exchange that you no longer qualify for exemption, check here .................................................... z [_] IF YOU CHECK THIS BOX, REPORTING WILL BEGIN ON THE ACCOUNT(S) LISTED. - -------------------------------------------------------------------------------- CERTIFICATION.--(Check applicable box(es)). Under penalties of perjury, I certify that: [_] For INTEREST PAYMENTS, I am not a U.S. citizen or resident (or I am filing for a foreign corporation, partnership, estate, or trust). PLEASE [_] For DIVIDENDS, I am not a U.S. citizen or resident (or I am filing SIGN for a foreign corporation, partnership, estate, or trust). HERE [_] For BROKER TRANSACTIONS or BARTER EXCHANGES, I am an exempt foreign person as defined in the instructions below. z --------------------------------------------------------------------- Signature Date - -------------------------------------------------------------------------------- GENERAL INSTRUCTIONS (Section references are to the Internal Revenue Code unless otherwise noted.) PURPOSE Use Form W-8 or a substitute form containing a substantially similar statement to tell the payer, mortgage interest recipient, middleman, broker, or barter exchange that you are a nonresident alien individual, foreign entity, or exempt foreign person not subject to certain U.S. information return reporting or backup withholding rules. CAUTION: Form W-8 does not exempt the payee from the 30% (or lower treaty) nonresident withholding rates. NONRESIDENT ALIEN INDIVIDUAL For income tax purposes, "nonresident alien individual" means an individual who is neither a U.S. citizen nor resident. Generally, an alien is considered to be a U.S. resident if: . The individual was a lawful permanent resident of the United States at any time during the calendar year, that is, the alien held an immigrant visa (a "green card"), or . The individual was physically present in the United States on: (1) at least 31 days during the calendar year, and (2) 183 days or more during the current year and the 2 preceding calendar years (counting all the days of physical presence in the current year, one- third the number of days of presence in the first preceding year, and only one- sixth of the number of days in the second preceding year). See PUB. 519, U.S. Tax Guide for Aliens, for more information on resident and nonresident alien status. NOTE: If you are a nonresident alien individual married to a U.S. citizen or resident and have made an election under section 6013(g) or (h), you are treated as a U.S. resident and MAY NOT use Form W-8. EXEMPT FOREIGN PERSON For purposes of this form, you are an "exempt foreign person" for a calendar year in which: 1. You are a nonresident alien individual or a foreign corporation, partnership, estate, or trust, 2. You are an individual who has not been, and plans not to be, present in the United States for a total of 183 days or more during the calendar year, and 3. You are neither engaged, nor plan to be engaged during the year, in a U.S. trade or business that has effectively connected gains from transactions with a broker or barter exchange. If you do not meet the requirements of 2 or 3 above, you may instead certify on FORM 1001, Ownership, Exemption, or Reduced Rate Certificate, that your country has a tax treaty with the United States that exempts your transactions from U.S. tax. FILING INSTRUCTIONS WHEN TO FILE.--File Form W-8 or substitute form before a payment is made. Otherwise, the payer may have to withhold and send part of the payment to the Internal Revenue Service (see BACKUP WITHHOLDING below) This certificate generally remains in effect for three calendar years. However, the payer may require you to file a new certificate each time a payment is made to you. WHERE TO FILE.--File this form with the payer of the qualifying income who is the withholding agent (see WITHHOLDING AGENT on page 2). Keep a copy for your own records. BACKUP WITHHOLDING A U.S. taxpayer identification number or Form W-8 or substitute form must be given to the payers of certain income. If a taxpayer identification number or Form W-8 or substitute form is not provided or the wrong taxpayer identification number is provided, these payers may have to withhold 20% of each payment or transaction. This is called backup withholding. NOTE: On January 1, 1993, the backup withholding rate increases from 20% to 31%. Reportable payments subject to backup withholding rules are: . Interest payments under section 6049(a) . Dividend payments under sections 6049(a) and 6044. . Other payments (i.e., royalties and payments from brokers and barter exchanges) under sections 6041, 6041A(a), 6045, 6050A, and 6050N. If backup withholding occurs, an exempt foreign person who is a nonresident alien individual may get a refund by filing FORM 1040NR, U.S. Nonresident Alien Income Tax Return, with the Internal Revenue (Continued on back.) - -------------------------------------------------------------------------------- Cat. No. 10230M Form W-8 (Rev. 11-92) PLEASE PRINT OR TYPE FORM W-8. Form W-8 (Rev. 11-92) Page 2 - -------------------------------------------------------------------------------- Service Center. Nonresident Aliens and separate Form W-8 with Philadelphia, PA 19255 Foreign each payer. even if filing the Corporations, for SIGNATURE.--If only one return is not otherwise rEGISTERED OBLIGATIONS foreign person owns the required. TARGETED TO FOREIGN account(s) listed on MARKETS and when Form W- this form, that foreign U.S. TAXPAYER 8 or substitute form is person should sign the IDENTIFICATION NUMBER not required on these Form W-8. payments. If each owner of a The Internal Revenue law BEARER OBLIGATIONS.-- joint account is a requires that certain The interest from bearer foreign person, EACH income be reported to obligations targeted to should sign a separate the Internal Revenue foreign markets is Form W-8. Service using a U.S. treated as portfolio NOTICE OF CHANGE IN taxpayer identification interest and is not STATUS.--If you become a number (TIN). This subject to 30% U.S. citizen or resident number can be a social withholding. Form W-8 or after you have filed security number assigned substitute form is not Form W-8 or substitute to individuals by the required. form, or you cease to be Social Security DIVIDENDS.--Any an exempt foreign Administration or an distribution or payment person, you must notify employer identification of dividends by a U.S. the payer in writing number assigned to corporation sent to a within 30 days of your businesses and other foreign address is change in status. entities by the Internal subject to the 30% (or To notify the payer, Revenue Service. lower treaty) you may check the box in Payments to account withholding rate, but is the space provided on holders who are foreign not subject to backup this form or use the persons (nonresident withholding. Also, there method prescribed by the alien individuals, is no backup withholding payer. foreign corporations, on dividend payments Reporting will then partnerships, estates, made to a foreign person begin on the account(s) or trusts) generally are by a foreign listed and backup not subject to U.S. corporation. However, withholding may also reporting requirements. the 30% withholding (or begin unless you certify Also, foreign persons lower treaty) rate to the payer that: are not generally applies to dividend (1) The U.S. taxpayer required to have a TIN, payments made to a identification number nor are they subject to foreign person by a you have given is any backup withholding foreign corporation if: correct, AND because they do not . 25% or more of the (2) The Internal furnish a TIN to a payer foreign corporation's Revenue Service has not or broker. gross income for the notified you that you However, foreign three preceding taxable are subject to backup persons with income years was effectively withholding because you effectively connected connected with a U.S. failed to report certain with a trade or business trade or business, and income. in the United States . The corporation was You may use FORM W-9, (income subject to not subject to the Request for Taxpayer regular (graduated) branch profits tax Identification Number income tax), must have a because of an income tax and Certification, to TIN. To apply for a TIN, treaty (see section make these use Form SS-4, 884(e)). certifications. Application for Employer If a foreign If an account is no Identification Number, corporation makes longer active, you do available from local payments to another not have to notify a Internal Revenue Service foreign corporation, the payer of your change in offices, or Form SS-5, recipient must be a status unless you also Application for a Social qualified resident of have another account Security Card, available its country of residence with the same payer that from local Social to benefit from that is still active. Security Administration country's tax treaty. FALSE CERTIFICATE.--If offices. BROKER OR BARTER you file a false EXCHANGES.--Income from certificate when you are SPECIAL RULES transactions with a not entitled to the MORTGAGE INTEREST.--For broker or barter exemption from purposes of the exchanges is subject to withholding or reporting rules, reporting rules and reporting, you may be mortgage interest is backup withholding subject to fines and/or interest paid on a unless Form W-8 or imprisonment under U.S. mortgage to a person substitute form is filed perjury laws. engaged in a trade or to notify the broker or INSTRUCTIONS TO business originating barter exchange that you WITHHOLDING AGENTS mortgages in the course are an exempt foreign of that trade or person as defined on business. A mortgage page 1. interest recipient is SPECIFIC INSTRUCTIONS one who receives NAME OF OWNER.--If Form WITHHOLDING AGENT.-- interest on a mortgage W-8 is being filed for Generally, the person that was acquired in the portfolio interest, responsible for payment course of a trade or enter the name of the of the items discussed business. beneficial owner. above to a nonresident U.S. TAXABLE alien individual or IDENTIFICATION NUMBER.-- foreign entity is the If you have a U.S. withholding agent (see taxpayer identification Pub. 515). number, enter your RETENTION OF number in this space STATEMENT.--Keep Form W- (see the discussion 8 or substitute form in Mortgage interest is earlier). your records for at not subject to backup PERMANENT ADDRESS.-- least four years withholding rules, but Enter your complete following the end of the is subject to reporting address in the country last calendar year requirements under where you reside during which the payment section 6050H. permanently for income is paid or collected. Generally, however, the tax purposes. PORTFOLIO INTEREST.-- reporting requirements Although registered do not apply if the IF YOU ARE: obligations NOT targeted payer of record is a to foreign markets are nonresident alien not subject to 30% individual who pays withholding, you must interest on a mortgage file FORM 1042S, Foreign not secured by real Person's U.S. Source property in the United Income Subject to States. Use Form W-8 or Withholding, to report substitute form to the interest payment. notify the mortgage Both Form 1042S and a interest recipient that copy of Form W-8 or the payer is a substitute form must be nonresident alien attached to FORM 1042, individual. Annual Withholding Tax Return for U.S. Source Income of Foreign Persons. SHOW THEADDRESS OF: An individualYour permanent residence A partnership or corporation Principal office PORTFOLIO INTEREST.-- Generally, portfolio An estate or trust interest paid to a Permanent residence or nonresident alien principal office of any individual or foreign fiduciary partnership, estate, or trust is not subject to backup withholding rules. However, if interest is paid on portfolio investments to a beneficial owner that is neither a financial institution nor a member of a clearing organization, Form W-8 or substitute form is required. Also show your current mailing address if it differs from your permanent address. ACCOUNT INFORMATION (OPTIONAL).--If you have MORE THAN ONE ACCOUNT (savings, certificate of deposit, pension, IRA, etc.) with the same payer, list all account numbers and types on one Form W-8 or substitute REGISTERED OBLIGATIONS form unless your payer NOT TARGETED TO FOREIGN requires you to file a MARKETS qualify as separate certificate for portfolio interest not each account. subject to 30% If you have MORE THAN withholding, but require ONE PAYER, file a the filing of Form W-8 or substitute form. SEE INSTRUCTIONS TO WITHHOLDING AGENTS on this page for reporting rules. SEE PUB. 515, Withholding of Tax on EX-99.(A)(17) 9 CONVERSION AND TENDER REQUEST EXHIBIT (A)(17) THIS CONVERSION AND TENDER REQUEST AND ALL REQUIRED SHARE CERTIFICATES AND DOCUMENTS MUST BE RECEIVED BY R.M. TRUST CO., WHICH IS ACTING AS THE RECEIVING AGENT FOR ALEXANDER & ALEXANDER SERVICES INC. AND FIRST CHICAGO TRUST COMPANY OF NEW YORK, ON OR BEFORE JANUARY 14, 1997 (UNLESS EXTENDED) (THE "EXPIRATION DATE"). CONVERSION AND TENDER REQUEST TO: ALEXANDER & ALEXANDER SERVICES INC. (the "Company") AND THE FIRST CHICAGO TRUST COMPANY OF NEW YORK (the "Depositary") The undersigned holder of the Class C Common Stock, par value $1.00 per share, of the Company described below ("Class C Shares") hereby (i) requests conversion of such Class C Shares pursuant to the Charter of the Company into an equal number of Common Stock, par value $1.00 per share, and associated preferred stock purchase rights ("Common Shares"), of the Company, and (ii) tenders the Common Shares received upon such conversion pursuant to the Offer (as defined below), in each case on the terms and conditions set forth below: 1. The undersigned hereby requests conversion of the Class C Shares described below, and requests that such conversion be effected on the date (the "Conversion Date") Subsidiary Corporation, Inc., a Maryland corporation (the "Offeror") and a wholly owned subsidiary of Aon Corporation, first accepts for payment Common Shares pursuant to the Offeror's offer to purchase all of the outstanding Common Shares at a purchase price of U.S. $17.50 per Common Share, net to seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated 16 December 1996 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and the related Letter of Transmittal (which together with the Offer to Purchase constitute the "Offer"), and contemporaneously therewith, provided that if the Conversion Date does not occur prior to 12:00 midnight (New York time) on 1 April 1997, such Class C Shares shall be returned to the undersigned. The undersigned may withdraw this Conversion and Tender Request prior to the purchase of the Common Shares by contacting the Company c/o First Chicago Trust Company of New York. 2. The undersigned hereby tenders to the Offeror pursuant to the Offer all Common Shares received upon the conversion of the Class C Shares tendered hereby. The undersigned is entitled to the withdrawal rights described in the Offer to Purchase. 3. Subject to and effective upon conversion of the Class C Shares tendered hereby, the undersigned hereby appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to the Common Shares received upon such conversion so that such Common Shares may be tendered under the Offer. Such power of attorney is coupled with an interest and is irrevocable. 4. Subject to and effective upon acceptance for payment of and payment for the Common Shares tendered hereby, the undersigned hereby sells, assigns and transfers to or upon the order of the Offeror all right, title and interest in and to all the Common Shares that are being tendered hereby (and any and all other Common Shares or other securities issued or issuable in respect thereof on or after 11 December 1996) and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Common Shares (and all such other Common Shares or securities), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (a) deliver certificates for such Common Shares (and all such other Common Shares or securities), together with all accompanying evidences of transfer and authenticity, to or upon the order of the Offeror, (b) present such Common Shares (and all such other Common Shares or securities) for transfer on the books of the Company and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Common Shares (and all such other Common Shares or securities), all in accordance with the terms of the Offer. 5. The undersigned hereby irrevocably appoints each designee of the Offeror as the attorney-in-fact and proxy of the undersigned, each with full power of substitution, to exercise all voting and other rights of the undersigned in such manner as each such attorney and proxy or his substitute shall in his sole judgment deem proper, with respect to all of the Common Shares tendered hereby which have been accepted for payment by the Offeror prior to the time of any vote or other action (and any and all other Common Shares or other securities or rights issued or issuable in respect of such Common Shares on or after 11 December 1996) at any meeting of holders of Common Shares (whether annual or special and whether or not an adjourned meeting) or otherwise. This proxy is irrevocable and is granted in consideration of, and is effective upon, the acceptance for payment of such Common Shares by the Offeror in accordance with the terms of the Offer. 6. The undersigned hereby represents and warrants that the undersigned has full power and authority to request conversion of the Class C Shares tendered hereby and to tender the Common Shares received upon such conversion pursuant to the Offer. The Class C Shares tendered hereby for conversion are free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims and, when accepted for payment by the Offeror, the Offeror will acquire good and unencumbered title to the Common Shares tendered hereby free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Company, the Offeror or the Depositary to be necessary or desirable to complete the conversion of the Class C Shares tendered hereby or the transfer of the Common Shares tendered hereby. 7. The undersigned acknowledges that upon the conversion of the Class C Shares, the dividend shares of 2 pence each (the "Dividend Shares") of Alexander & Alexander Services UK plc ("A&A UK") related to the Class C Common Shares will be automatically redeemed by A&A UK at their par value of 2 pence per share. 8. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. DESCRIPTION OF CLASS C SHARES REQUESTED TO BE CONVERTED - ---------------------------------------- SHARES REQUESTED TO BE CONVERTED (ATTACH ADDITIONAL LIST, IF NECESSARY) [/TABLE]
NAME(S) AND ADDRESS(ES) OF REGISTERED NUMBER OF HOLDER(S) NUMBER OF SHARES (PLEASE SHARE SHARES REQUESTED TO FILL IN, IF CERTIFICATE REPRESENTED BY BE BLANK) NUMBER(S)** CERTIFICATE(S)** CONVERTED*** - ------------------------------------------------------ - ------------------------------------------------------ - ------------------------------------------------------ - ------------------------------------------------------ - ------------------------------------------------------
Total Shares - -------------------------------------------------------------------------------- * All Common Shares issued upon conversion pursuant to this Conversion and Tender Request will be tendered pursuant to the Offer. ** Need not be completed by stockholders tendering by book-entry transfer. ***Unless otherwise indicated, it will be assumed that all Class C Shares represented by any certificates delivered to the Company c/o the Depositary are being requested to be converted. See Instruction 4. [_] CHECK HERE IF CLASS C SHARES TENDERED FOR CONVERSION ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE DEPOSITORY TRUST COMPANY AND COMPLETE THE FOLLOWING: Name of Tendering Institution ______________________________________________ Account No. _____________________________________________________________ at Transaction Code No. _______________________________________________________ SIGNED, DELIVERED AND EXECUTED AS A DEED BY: --------------------------------------------------------------------------- --------------------------------------------------------------------------- Signature(s) of Owner(s) --------------------------------------------------------------------------- Name(s) ___________________________________________________________________ --------------------------------------------------------------------------- Capacity (full title) _____________________________________________________ Address ___________________________________________________________________ --------------------------------------------------------------------------- --------------------------------------------------------------------------- (Include Postal Code) --------------------------------------------------------------------------- Area Code and Telephone Number ____________________________________________ Taxpayer Identification Number ____________________________________________ Dated: _____________________________________________________________ , 199^ (Must be signed by registered holder(s) exactly as name(s) appear(s) on share certificate(s) or on a security position listing or by the person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 4.) WITNESSED BY --------------------------------------------------------------------------- --------------------------------------------------------------------------- Signature(s) --------------------------------------------------------------------------- Name(s) ___________________________________________________________________ Address ___________________________________________________________________ --------------------------------------------------------------------------- Occupation ________________________________________________________________ INSTRUCTIONS 1. Signatures. You should execute this Conversion and Tender Request by signing it and, in the case of a joint holding, arrange for all other joint holders to do likewise. Each holder must sign in the presence of an independent witness who should also sign where indicated. The witness must be over 18 years of age and must not be one of the joint registered holders or otherwise have any financial interest in the Class C Shares or in the proceeds resulting from the same. The same witness may witness each signature of the joint holders. If the conversion and tender is not made by the registered holder(s), insert the name(s) and capacity (e.g. executor) of the person(s) making the conversion and tender. A company may either execute under seal, the seal being affixed and witnessed in accordance with its Articles of Association or other regulations or, if applicable, in accordance with section 36A or 36B of the Companies Act 1985. This Conversion and Tender Request shall take effect as a deed executed by you and any joint holders. See Instruction 4. 2. Delivery of Conversion and Tender Request and Class C Shares. This Conversion and Tender Request is to be used either if certificates are to be forwarded herewith or if the delivery of Class C Shares and related Dividend Shares is to be made by book-entry transfer. Certificates for all physically delivered Class C Shares and related Dividend Shares, or a confirmation of a book-entry transfer into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility") of all Class C Shares and related Dividend Shares delivered electronically, as well as a properly completed and duly executed Conversion and Tender Request (or a manually signed facsimile thereof) and any other documents required by this Conversion and Tender Request, or an Agent's Message in the case of a book-entry delivery, must be received by the Depositary at one of its addresses set forth below prior to the Expiration Date. ("Agent's Message" means a message transmitted by Book- Entry Transfer Facility to, and received by, the Depositary and forming part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgement from the participant in such Book-Entry Transfer Facility tendering the Class C Shares and related Dividend Shares for conversion that such participant has received and agrees to be bound by the terms of the Conversion and Tender Request and that the Company may enforce such agreement against the participant.) The method of delivery of Class C Shares, the Conversion and Tender Request and all other required documents, including delivery through a Book-Entry Transfer Facility, is at the option and risk of the tendering stockholder. If delivery is by mail, registered mail with return receipt request, properly insured, is recommended. 3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the number of Class C Shares should be listed on a separate schedule attached hereto. 4. Signatures on Conversion and Tender Request; Stock Powers and Endorsements. If this Conversion and Tender Request is signed by the registered holder(s) of the Class C Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever. If any of the Class C Shares tendered hereby are held of record by two or more persons, all such persons must sign this Conversion and Tender Request. If any of the Class C Shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Conversion and Tender Requests as there are different registrations of certificates. If this Conversion and Tender Request is signed by the registered holder(s) of the Class C Shares tendered for conversion hereby, no endorsements of certificates or separate stock powers are required. If this Conversion and Tender Request is signed by a person other than the registered holder(s) of the Class C Shares tendered hereby, the certificate must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates for such Class C Shares. If this Conversion and Tender Request or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Company of the authority of such person so to act must be submitted. 5. Requests for Assistance or Additional Copies. Requests for assistance or additional copies of this Conversion and Tender Request may be obtained from the Information Agent or the Dealer Manager at their respective addresses or telephone numbers set forth below. 6. Backup Withholding. Holders that are not United States citizens or United States resident aliens must submit a completed IRS Form W-8 to avoid 31% backup withholding. A copy of IRS Form W-8 has been mailed with this Conversion and Tender Request. Each holder that is a United States person or resident alien must provide the Depositary with such holder's correct Taxpayer Identification Number on Substitute Form W-9 to avoid 31% backup withholding, unless an exemption applies. An IRS Substitute Form W-9 may be obtained by contacting the Information Agent or the Dealer Manager at their respective addresses or telephone numbers set forth below. The Information Agent for the Offer is: LOGO MOORE HOUSE WALL STREET PLAZA 17TH FLOOR NEW YORK, NEW YORK 10005 119 LONDON WALL Banks and Brokers Call Collect: (212) LONDON EC2Y SET 440-9800 ENGLAND All Others Call Toll-Free: 1-800-223- 44-171-454-7100 2064 The Dealer Manager for the Offer is: LAZARD FRERES & CO. LLC 30 ROCKEFELLER PLAZA NEW YORK, NEW YORK 10020 (212) 632-6717 The Depositary for the Conversion and the Offer is: FIRST CHICAGO TRUST COMPANY OF NEW YORK If in the United Kingdom to: By Mail, Hand or Overnight Courier: R.M. Trust Co. Balfour House 390-398 High Road Ilford Essex IG1 1NQ England If in the United States to: By Mail: By Hand: By Overnight Courier: Tenders & Exchanges First Chicago Trust Tenders & Exchanges P.O. Box 2569--Suite Company of New York 14 Wall Street 4660-ALEX Tenders & Exchanges 8th Floor--Suite 4680- Jersey City, New Jersey c/o The Depository Trust ALEX 07303-2569 Company New York, New York 55 Water Street, DTC TAD 10005 Vietnam Veterans Memorial Plaza New York, New York 10041 EX-99.(A)(18) 10 LETTER FROM FRANK G. ZARB EXHIBIT (A)(18) ALEXANDER & ALEXANDER SERVICES INC. 24 December 1996 Dear Holder of Class C Common Stock: I am pleased to inform you that on 11 December 1996, Alexander & Alexander Services Inc. ("Alexander & Alexander") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Aon Corporation ("Aon") and Subsidiary Corporation, Inc. (the "Offeror"), a wholly owned subsidiary of Aon. Pursuant to the Merger Agreement, the Offeror commenced a tender offer to purchase all outstanding shares of Alexander & Alexander's Common Stock, par value $1.00 per share, and associated preferred stock purchase rights (the "Common Shares"), for US $17.50 per share in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated 16 December 1996 (the "Offer to Purchase"), and the related Letter of Transmittal (which together constitute the "Offer"). Copies of the Offer to Purchase and Letter of Transmittal are enclosed. The Letter of Transmittal has been provided to you for information purposes only and should not be completed. Under the Merger Agreement, the tender offer will be followed by a merger in which any remaining Common Shares and shares of Class C Common Stock, par value $1.00 per share, and associated preferred stock purchase rights (the "Class C Shares"), of Alexander & Alexander, together with the related dividend shares of 2 pence each (the "Dividend Shares") in Alexander & Alexander Services UK plc (other than shares held by dissenting stockholders, if applicable) will be converted into the same consideration as is paid in the Offer. Your shares of Class C Shares are intended to represent the economic equivalent of an equal number of Common Shares. In order for you to participate in the Offer, it will be necessary for you to (a) request the conversion of your Class C Shares into Common Shares on a one-for-one basis, and (b) tender the Common Shares received upon such conversion pursuant to the Offer. You may do this by properly completing and executing the enclosed Conversion and Tender Request and transmitting the certificate representing your Class C Shares and the related Dividend Shares. Your request for conversion will be effected contemporaneously with the Offeror's first acceptance for payment of Common Shares pursuant to the Offer. If your request for conversion has not been effected prior to 12:00 midnight (New York time) on 1 April 1997, your Class C Shares will be returned to you. You may also withdraw your Conversion and Tender Request prior to the purchase of the Common Shares. In addition, you are entitled to withdrawal rights described in the Offer to Purchase under "Withdrawal Rights". The Board of Directors of Alexander & Alexander recommends that holders of Class C Shares convert such shares and tender the Common Shares received on such conversion in acceptance of the Offer. The Board of Directors of Alexander & Alexander unanimously has approved the Merger Agreement, the Offer and the merger, has determined that the terms of each of the Offer and merger are fair to and in the best interests of Alexander & Alexander's common stockholders, and recommends that the Alexander & Alexander's common stockholders accept the Offer. In arriving at its recommendation, the Board of Directors of Alexander & Alexander gave careful consideration to a number of factors which are described in the enclosed materials, including, among other things, the opinion of CS First Boston Corporation, Alexander & Alexander's financial advisor, that the cash consideration of US $17.50 per share to be received by the holders of Common Shares pursuant to the Offer and the merger is fair to such common stockholders from a financial point of view. Accompanying this letter is a copy of a letter from Alexander & Alexander UK plc, the Alexander & Alexander Services Inc. Solicitation/Recommendation Statement as well as the Offer to Purchase and related materials, including a form of Conversion and Tender Request for use in requesting conversion of Class C Shares you own and tendering Common Shares received upon such conversion. We urge you to read the enclosed materials carefully. The management and directors of Alexander & Alexander thank you for the support you have given the Company. If you have any questions with respect to the foregoing matters, please contact the Information Agent, Georgeson & Company Inc., at 44-171-454-7100. If you wish to participate in the Offer, please complete and send the documentation referred to above in the prepaid envelope to R.M. Trust Co., which is acting as the receiving agent for Alexander & Alexander and First Chicago Trust Company of New York. Sincerely, Frank G. Zarb Chairman of the Board, President & Chief Executive Officer EX-99.(A)(19) 11 LETTER FROM R.A. ILES EXHIBIT (A)(19) ALEXANDER & ALEXANDER SERVICES UK PLC 8 Devonshire Square London EC2M 4PL Telephone: 0171-623-5500 Facsimile: 0171-621-1511 ALEXANDER & ALEXANDER SERVICES UK PLC 24 December 1996 Dear Shareholder, I am pleased to inform you that on 11 December 1996, the parent of Alexander & Alexander Services UK plc ("Alexander & Alexander UK"), Alexander & Alexander Services Inc. ("Alexander & Alexander Inc.") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Aon Corporation ("Aon") and Subsidiary Corporation, Inc. (the "Offeror"), a wholly owned subsidiary of Aon. Pursuant to the Merger Agreement, the Offeror commenced a tender offer on 16 December 1996 to purchase all outstanding shares of Alexander & Alexander's Common Stock, par value $1.00 per share, and associated preferred stock purchase rights (the "Common Shares"), for $17.50 per share in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated 16 December 1996 (the "Offer to Purchase") and in the related Letter of Transmittal (which together constitute the "Offer"). Under the Merger Agreement, the Offer will be followed by a merger in which any remaining Common Shares and shares of Class C Common Stock, par value $1.00 per share, and associated preferred stock purchase rights (the "Class C Shares"), of Alexander & Alexander Inc., together with the related dividend shares of 2 pence each (the "Dividend Shares") in Alexander & Alexander UK (other than shares held by dissenting stockholders, if applicable) will be converted into the same consideration as is paid in accordance with the terms of the Offer. As a holder of Class C Common Shares you may convert your shares into Common Shares. Your Class C Shares are stapled to Dividend Shares in Alexander & Alexander UK and the conversion of the Class C Shares will result in the automatic mandatory redemption by Alexander & Alexander UK of the Dividend Shares at their par value of 2 pence per share. Your Board of Directors believes that the terms of the Offer are fair to and in the best interests of holders of Dividend Shares. Your Board recommends that as holders of Alexander & Alexander UK's Dividend Shares you convert your Class C Shares and tender the Common Shares received on such conversion pursuant to the Offer. Alexander & Alexander UK will pay holders of Dividend Shares 2 pence per Dividend Share after the Class C Shares are converted. If you decide to convert your Class C Shares and accept the Offer, you should complete and sign the Conversion and Tender Request and send it to R.M. Trust Co., which is acting as the receiving agent for Alexander & Alexander Inc. and First Chicago Trust Company of New York, in the prepaid envelope provided with this pack together with your stock certificate in respect of the Class C Shares and the related Dividend Shares. Yours faithfully, R. A. Iles Chairman -----END PRIVACY-ENHANCED MESSAGE-----