EXHIBIT 10
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 & Xxxxxxxxx'x 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 Xxxxxxxxx &
Xxxxxxxxx, together with the related dividend shares of 2 xxxxx each (the
"Dividend Shares") in Alexander & Xxxxxxxxx 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 Xxxxxxxxx & Xxxxxxxxx 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
& Xxxxxxxxx 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 Xxxxxxxxx & Xxxxxxxxx'x common stockholders,
and recommends that the Xxxxxxxxx & Xxxxxxxxx'x common stockholders accept the
Offer.
In arriving at its recommendation, the Board of Directors of Xxxxxxxxx &
Xxxxxxxxx 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, Xxxxxxxxx & Xxxxxxxxx'x 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 Xxxxxxxxx & 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 Xxxxxxxxx & Xxxxxxxxx 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, Xxxxxxxxx & Company Inc., at 00-000-000-0000. 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 Xxxxxxxxx & Alexander and First
Chicago Trust Company of New York.
Sincerely,
Xxxxx X. Xxxx
Chairman of the Board, President &
Chief Executive Officer
