EXHIBIT 7
ALEXANDER & Alexander Services Inc.
December 16, 1996
Dear Stockholder:
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
Xxxxxxxxx & Xxxxxxxxx'x Common Stock, par value $1.00 per share, and
associated preferred stock purchase rights (the "Shares"), for $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.
Your Board of Directors has unanimously 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 &
Xxxxxxxxx'x common stockholders, and recommends that the Xxxxxxxxx &
Xxxxxxxxx'x common stockholders accept the tender offer.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors which are described in the enclosed
Schedule 14D-9, including, among other things, the opinion of CS First Boston
Corporation, Xxxxxxxxx & Xxxxxxxxx'x financial advisor, that the cash
consideration of $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 on Schedule 14D-9 as well as
Offeror's Offer to Purchase and related materials, including a Letter of
Transmittal for use in tendering Shares. 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.
Sincerely,
/s/ Xxxxx X. Xxxx
_____________________________________
Xxxxx X. Xxxx
Chairman of the Board, President &
Chief Executive Officer
