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 Xxxx Xxxxxxxxx
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.
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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 Xxxx Xxxxxxxxx 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
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Account Number: Signature(s)
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Date: -------------------------------------
(Print Name(s))
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(Print Address(es))
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(Area Code and Telephone Number(s))
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(Taxpayer Identification or
Social Security Number(s))**
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*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.
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