SEC Info - Ryan Patrick G, et al. - ‘SC 13D’ on 7/17/01 re: Aon plc

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Ryan Patrick G, et al. – ‘SC 13D’ on 7/17/01 re: Aon plc

On: Tuesday, 7/17/01, at 10:47am ET · Accession #: 912057-1-524082 · File #: 5-32053

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/17/01  Ryan Patrick G                    SC 13D                 6:265K Aon plc                           Merrill Corp/FA
          Patrick G. Ryan, Jr.
          Robert J.W. Ryan
          Ryan Patrick G
          Shirley W. Ryan

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             14     61K 
 2: EX-99.1     Miscellaneous Exhibit                                  1      6K 
 3: EX-99.2     Miscellaneous Exhibit                                 42    194K 
 4: EX-99.3     Miscellaneous Exhibit                                 11     56K 
 5: EX-99.4     Miscellaneous Exhibit                                 12     61K 
 6: EX-99.5     Miscellaneous Exhibit                                 11     42K

SC 13D — General Statement of Beneficial Ownership
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Escrow Agreement Identity and Background Interest in Securities of the Issuer Material to Be Filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration Stock Restriction Agreement Voting Agreement
1	1st Page - Filing Submission
6	Item 1. Security and Issuer
"	Item 2. Identity and Background
7	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
8	Item 5. Interest in Securities of the Issuer
9	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"	Stock Restriction Agreement
11	Escrow Agreement
"	Voting Agreement
12	Item 7. Material to Be Filed as Exhibits

SC 13D 1st Page of 14 TOC ↑Top Previous Next ↓Bottom Just 1st
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*

Aon Corporation
(Name of Issuer)

Common Stock, $1.00 Par Value
(Title of Class of Securities)

200166106
(CUSIP Number)

Lisa J. Reategui
Sidley Austin Brown & Wood
Bank One Plaza
10 South Dearborn Street
Chicago, Illinois 60603

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 16, 2001
(Date of Event which Requires Filing of This Statement)

If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(e),13d-1(f) or 13d-1(g), check the following: / /

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, SEE the
NOTES).

(Continued on the following pages)

(Page 1 of 15 Pages)

* See Introduction

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SCHEDULE 13D

1 NAME OF REPORTING PERSON

PATRICK G. RYAN

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY

4 SOURCE OF FUNDS
SC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /

6 CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 9,875,833
WITH

8 SHARED VOTING POWER

12,342,300

9 SOLE DISPOSITIVE POWER

9,875,833

10 SHARED DISPOSITIVE POWER

7,994,681

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

31,361,493

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.68%

14 TYPE OF REPORTING PERSON

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SCHEDULE 13D

1 NAME OF REPORTING PERSON

SHIRLEY W. RYAN

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY

4 SOURCE OF FUNDS
SC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /

6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.

NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 9,143,360
WITH

8 SHARED VOTING POWER

9,450,037

9 SOLE DISPOSITIVE POWER

10,598,716

10 SHARED DISPOSITIVE POWER

7,994,681

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

31,361,493

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.68%

14 TYPE OF REPORTING PERSON

SC 13D 4th Page of 14 TOC 1st Previous Next ↓Bottom Just 4th
SCHEDULE 13D

1 NAME OF REPORTING PERSON

PATRICK G. RYAN, JR.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY

4 SOURCE OF FUNDS
SC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /

6 CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 0
WITH

8 SHARED VOTING POWER

1,445,794

9 SOLE DISPOSITIVE POWER

1,445,794

10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,445,794

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

.54%

14 TYPE OF REPORTING PERSON

SC 13D 5th Page of 14 TOC 1st Previous Next ↓Bottom Just 5th
SCHEDULE 13D

1 NAME OF REPORTING PERSON

ROBERT J.W. RYAN

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY

4 SOURCE OF FUNDS
SC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /

6 CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 0
WITH

8 SHARED VOTING POWER

1,446,469

9 SOLE DISPOSITIVE POWER

1,446,469

10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,446,469

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

.54%

14 TYPE OF REPORTING PERSON

SC 13D 6th Page of 14 TOC 1st Previous Next ↓Bottom Just 6th
INTRODUCTION

This filing is being made jointly by Patrick G. Ryan, Shirley
W. Ryan, Patrick G. Ryan, Jr. and Robert J.W. Ryan and relates to the common
stock, $1.00 par value ("Aon Common Stock"), of Aon Corporation, a Delaware
corporation ("Aon"). These individuals own Aon Common Stock directly and Shirley
W. Ryan acts as trustee of various trusts to benefit these individuals and
Corbett M.W. Ryan. This filing amends the Schedule 13D previously filed by
Patrick G. Ryan and constitutes the initial filing on Schedule 13D of Shirley W.
Ryan, Patrick G. Ryan, Jr. and Robert J. W. Ryan. Shirley W. Ryan is the spouse
of Patrick G. Ryan, and Patrick G. Ryan, Jr., Robert J.W. Ryan and Corbett M.W.
Ryan are adult sons of Patrick G. Ryan and Shirley W. Ryan.

ITEM 1. SECURITY AND ISSUER.

This statement relates to the Common Stock. Aon is a Delaware
corporation, the principal executive offices of which are located at 200 E.
Randolph Drive, Chicago, Illinois 60601.

ITEM 2. IDENTITY AND BACKGROUND.

The name, business address and present principal occupation or
employment of each of the persons filing this statement are as follows:

PATRICK G. RYAN: Mr. Ryan is the Chairman and Chief Executive
Officer of Aon, a holding company that comprises a family of insurance
brokerage, consulting and insurance underwriting subsidiaries. Aon's principal
executive offices are as set forth in Item 1, and Mr. Ryan's business address is
c/o Aon at such address.

SHIRLEY W. RYAN: Mrs. Ryan is co-founder and chairman of
Pathways Awareness Foundation, a foundation that promotes early detection and
inclusion for infants and children with physical differences or disabilities,
and President of Pathways Center, an outpatient pediatric therapy clinic. The
business address of the foundation and the center, and Mrs. Ryan's business
address, are c/o Ryan Enterprises Group, 123 N. Wacker Drive, Suite 900,
Chicago, Illinois 60606.

PATRICK G. RYAN, JR.: Mr. Ryan is the Chief Executive Officer
and founder of First Look Networks LLC, a Chicago-based firm pioneering the
creation of value added B2B networks in information intensive industries. The
business address of First Look Networks is 123 N. Wacker Drive, Suite 900,
Chicago, Illinois 60606. Mr. Ryan's business address is c/o Ryan Enterprises
Group, 123 N. Wacker Drive, Suite 900, Chicago, Illinois 60606.

ROBERT J.W. RYAN: Mr. Ryan is the director of business
development of eChalk, LLC, a provider of Web-based communication networks for
K-12 schools and districts. The principal executive offices of eChalk are
located at 26 Broadway, Suite 941, New York, New York 10004. Mr. Ryan's business
address is c/o Ryan Enterprises Group, 123 N. Wacker Drive, Suite 900, Chicago,
Illinois 60606.

SC 13D 7th Page of 14 TOC 1st Previous Next ↓Bottom Just 7th
None of the persons filing this statement has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).

None of the persons filing this statement has, during the last
five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding been or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities laws
or finding any violation with respect to such laws.

Each of the persons filing this statement is a citizen of the
United States of America.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Pursuant to an Agreement and Plan of Merger dated July 16,
2001 (the "Merger Agreement") among Aon, Holdco #1, Inc., a Delaware corporation
and wholly owned subsidiary of Aon ("Holdco #1"), Holdco #2, Inc., a Delaware
corporation and wholly owned subsidiary of Aon ("Holdco #2"), Ryan Holding
Corporation of Illinois, a Delaware corporation ("RHC"), Ryan Enterprises
Corporation of Illinois, a Delaware corporation ("REC"), Patrick G. Ryan,
Shirley W. Ryan and the stockholders of RHC and REC, who consisted solely of
members of the Ryan family or trusts controlled by members of the Ryan family,
on July 16, 2001, (1) Holdco #1 merged with and into RHC (the "RHC Merger") with
the result that the surviving corporation became a wholly owned subsidiary of
Aon and the stock of RHC outstanding immediately prior to the RHC Merger was
converted into an aggregate 13,992,089 shares of Aon Common Stock, and (2)
Holdco #2 merged with and into REC (the "REC Merger") with the result that the
surviving corporation became a wholly owned subsidiary of Aon and the
outstanding stock of REC outstanding immediately prior to the REC Merger was
converted into an aggregate 8,372,348 shares of Aon Common Stock. At the time of
the RHC Merger and the REC Merger, the sole assets of RHC and REC consisted of
an aggregate of 22,364,437 shares of Aon Common Stock and cash aggregating $6
million more than the balance sheet liabilities of RHC and REC, which consisted
solely of bank indebtedness. The number of shares beneficially owned by the
persons filing this statement in the aggregate (without duplication) after the
REC Merger and the RHC Merger is the same as the number beneficially owned by
them prior to such mergers. The persons filing this statement and all of the
former stockholders of REC and RHC have agreed in the Merger Agreement to
indemnify Aon, REC and RHC for any breaches of representations of REC, RHC and
such persons and stockholders made in the Merger Agreement and for all
liabilities of REC and RHC relating to the period prior to the Effective Time,
other than certain balance sheet liabilities. The foregoing discussion of the
Merger Agreement is not complete and is qualified by reference to the form of
Merger Agreement included as an exhibit to this statement and hereby
incorporated by reference.

ITEM 4. PURPOSE OF TRANSACTION.

The transactions contemplated by the Merger Agreement
simplified the manner in which Patrick G. Ryan's family owns Aon Common Stock,
from indirect ownership through corporations to direct ownership by the Ryan
family members and associated trusts. This will produce ongoing administrative
cost savings for the Ryan family and will also be more tax efficient. Aon
benefited from these transactions, including by the receipt of cash, net of

SC 13D 8th Page of 14 TOC 1st Previous Next ↓Bottom Just 8th
liabilities and expenses, of approximately $5 million and by the agreement of
members of the Ryan family to certain restrictions on their ability to transfer
Aon Common Stock.

Patrick G. Ryan is Chairman and Chief Executive Officer and a
director of Aon and in such capacities participates in the decisions made by the
Board of Directors of Aon in the ordinary course of the business of Aon. Except
as may arise in connection with the normal execution of the positions that
Patrick G. Ryan holds with Aon, or in connection with Aon's proposed spin-off of
its insurance underwriting business, as previously publicly disclosed by Aon, or
as provided in the next paragraph, none of the persons filing this statement has
any present plans or proposals which relate to or would result in (a) the
acquisition by any person of additional securities of Aon or the disposition of
securities of Aon; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Aon or any of its subsidiaries; (c) a
sale or transfer of a material amount of assets of Aon or of any of its
subsidiaries; (d) any change in the present board of directors or management of
Aon, including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board; (e) any material change in the
present capitalization or dividend policy of Aon; (f) any other material change
in Aon's business or corporate structure; (g) changes in Aon's charter, bylaws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of Aon by any person; (h) causing a class of securities
of Aon to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of Aon
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or (j) any action similar to any of
those enumerated above.

Any of the reporting persons may from time to time acquire
additional securities of Aon or dispose of shares of Aon Common Stock. Such
acquisitions or dispositions may be made in the open market or in privately
negotiated transactions. In addition, Patrick G. Ryan may acquire additional
shares of Aon Common Stock upon exercise of employee stock options granted to
him from time to time by Aon or under employee benefit plans of Aon in which he
participates.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

The persons filing this statement beneficially own in the
aggregate (without duplication) 31,095,839 shares of Aon Common Stock,
representing approximately 11.68% of the 268,482,089 issued and outstanding
shares of Aon Common Stock as of May 31, 2001 (as provided by Aon).

The shares of Aon Common Stock beneficially owned by such
persons are beneficially owned as follows:

[Enlarge/Download Table]

SOLE POWER SHARED POWER
SOLE POWER SHARED POWER TO DISPOSE OR DIRECT TO DISPOSE OR
TO VOTE OR TO VOTE OR THE DIRECT THE
DIRECT THE VOTE DIRECT THE VOTE DISPOSITION DISPOSITION
--------------- --------------- -------------------- --------------

Patrick G. Ryan 9,875,833(1) 12,342,300 (2) 9,875,833(1) 7,994,681 (3)
Shirley W. Ryan 9,143,360 9,450,037 (4) 10,598,716 7,994,681 (5)

SC 13D 9th Page of 14 TOC 1st Previous Next ↓Bottom Just 9th
Patrick G. Ryan, Jr. 0 1,445,794 (6) 1,445,794 0
Robert J.W. Ryan 0 1,446,469 (7) 1,446,469 0

----------

(1) Includes 738,000 shares which Patrick G. Ryan has the right to acquire
within 60 days of the date of this statement upon exercise of employee
stock options granted to him by Aon. Also includes 4,400 Common Shares
beneficially owned under the ESOP Account of the Aon Savings Plan and
allocated to Mr. Ryan, and 314,300 Common Shares beneficially owned and
attributed to Mr. Ryan pursuant to his investment in the Aon Common
Stock Fund of the Aon Savings Plan.

(2) Shares power to vote with Shirley W. Ryan as to 9,450,037 shares, with
Patrick G. Ryan, Jr. as to 1,445,794 shares and with Robert J.W. Ryan
as to 1,446,469 shares.

(3) Shares power to dispose with Shirley W. Ryan as to 7,994,681 shares.

(4) Shares power to vote with Patrick G. Ryan as to 9,450,037 shares.

(5) Shares power to dispose with Patrick G. Ryan as to 7,994,681 shares.

(6) Shares power to vote with Patrick G. Ryan.

(7) Shares power to vote with Patrick G. Ryan.

No transactions, other than as described under Item 3, in Aon
Common Stock were effected by any of the persons filing this statement within
the past sixty days.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.

The following agreements have been entered into by the persons
filing this statement with respect to the securities of Aon:

1. Stock Restriction Agreement dated July 16, 2001 (the "Stock
Restriction Agreement") among Aon, Patrick G. Ryan, Shirley W. Ryan, Patrick G.
Ryan, Jr., Robert J.W. Ryan and certain trusts for which one or more of such
persons is trustee.

2. Escrow Agreement dated July 16, 2001 (the "Escrow
Agreement") among Aon, Patrick G. Ryan, Shirley W. Ryan, Patrick G. Ryan, Jr.,
Robert J.W. Ryan, certain trusts for which one or more of such persons is
trustee and American National Bank and Trust Company of Chicago, as escrow
agent.

3. Irrevocable Stockholders' Voting Agreement and Proxy dated
July 16, 2001 (the "Voting Agreement") among Patrick G. Ryan, Shirley W. Ryan,
Patrick G. Ryan, Jr., Robert J.W. Ryan and certain trusts for which one or more
of such persons is trustee.

STOCK RESTRICTION AGREEMENT. The Stock Restriction Agreement
places certain restrictions on the ability of the persons filing this statement
and certain trusts for which one or

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more of such persons is trustee (the "Restricted Holders") to transfer shares
of Aon Common Stock. Each Restricted Holder agreed that no shares of Aon
Common Stock owned as of the date of the Stock Restriction Agreement or later
acquired by such Restricted Holder will be transferred by such Restricted
Holder, either directly or indirectly, except as follows: (a) a transfer may
be made to any other Restricted Holder or a Permitted Transferee who is or
becomes bound by the Stock Restriction Agreement (as defined in the Stock
Restriction Agreement); (b) a transfer may be made to a Charitable
Organization (as defined in the Stock Restriction Agreement); (c) a sale may
be made on a national securities exchange or by means of an inter-dealer
quotation system maintained by a registered securities association, but only
to the extent such sales made by each Restricted Holder, together with sales
by such Restricted Holder's Permitted Transferees of shares transferred by
such Restricted Holder to such Permitted Transferees, do not exceed the
amount which would be permitted to be sold by each such Restricted Holder
under Rule 144 under the Securities Act of 1933; provided, that prior to the
fifth anniversary of the date of the Stock Restriction Agreement (i) each
Restricted Holder shall be deemed to be an "affiliate" (within the meaning of
Rule 144) of Aon regardless of whether or not such Restricted Holder is in
fact such an affiliate of Aon or otherwise subject to the provisions of Rule
144 and (ii) such Restricted Holder, the other Restricted Holders and all of
such Restricted Holders' Permitted Transferees shall be deemed to be the same
"person" (within the meaning of Rule 144) regardless of whether or not such
Restricted Holder, the other Restricted Holders and all of such Restricted
Holders' Permitted Transferees are in fact the same person; (d) a transfer
may be made to a person other than a Permitted Transferee in a transaction
effected without registration under the Securities Act of 1933 or applicable
state securities laws on terms and under circumstances corresponding to those
terms and circumstances on and under which exempt private placements may be
made by the Company pursuant to Section 4(2) of the Securities Act of 1933;
provided that the Restricted Holder complies with the terms and provisions of
the Stock Restriction Agreement giving Aon the right of first refusal with
respect to the shares proposed to be transferred; (e) shares may be pledged,
to the extent such pledge is made to a party pursuant to a bona fide pledge
of such shares as collateral security for indebtedness due to such party (the
"Bona Fide Pledgee"), provided that (i) upon any release or termination of
such pledge, such shares shall continue to constitute shares subject to the
terms of the Stock Restriction Agreement, (ii) in the event of foreclosure or
other similar action by the Bona Fide Pledgee, any such pledged shares may be
transferred in any manner permitted by law, free of all restrictions under
the Stock Restriction Agreement and (iii) with respect to any bona fide
pledge of shares granted or executed pursuant to a credit facility or loan
agreement entered into after the date of the Stock Restriction Agreement, the
Bona Fide Pledgee agrees to notify Aon at least three business days prior to
any foreclosure or similar action or any transfer by the Bona Fide Pledgee;
(f) a transfer may be made pursuant to the terms of any tender or exchange
offer made to all holders of Aon Common Stock which is approved by the board
of directors of Aon, subject to certain terms and conditions contained in the
Stock Restriction Agreement; (g) a transfer may be made pursuant to any
merger or consolidation involving Aon which is approved by the board of
directors of Aon, subject to certain terms and conditions contained in the
Stock Restriction Agreement; and (h) a transfer may be made in connection
with any recapitalization, reorganization, reclassification, change of
domicile merger or other similar transaction which is approved by the board
of directors of Aon, subject to certain terms and conditions contained in the
Stock Restriction Agreement. The Stock Restriction Agreement terminates (i)
upon the liquidation or dissolution of Aon, (ii) the occurrence of any
reorganization, merger or other

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transaction in which holders of Aon Common Stock immediately prior to such
event, in their capacity as such holders, receive less than 50% of the
combined voting power of the surviving or resulting entity, or (iii) the
earlier of (a) two years after the later of the death of Patrick G. Ryan and
Shirley W. Ryan or (b) the tenth anniversary of the date of Stock Restriction
Agreement. The foregoing discussion of the Stock Restriction Agreement is not
complete and is qualified by reference to the form of Stock Restriction
Agreement included as an exhibit to this statement and hereby incorporated by
reference.

ESCROW AGREEMENT. Under the Escrow Agreement, 583,942 shares
of Aon Common Stock owned by a trust the trustee of which is Shirley W. Ryan,
have been pledged to secure certain of the indemnification obligations under the
Merger Agreement of the persons filing this statement and the former
stockholders of REC and RHC. Any shares held under the Escrow Agreement at the
end of the fifth anniversary of the date of the Escrow Agreement will be
distributed to the trust that pledged such shares unless a claim for
indemnification remains outstanding, in which case shares having a value of
twice the amount of the unresolved claim shall be retained pending resolution of
the claim. The shares so pledged do not represent a limitation on the
indemnification obligations of such persons and stockholders as Aon will be
permitted to seek recovery either under the Escrow Agreement or directly from
such persons and stockholders. The foregoing discussion of the Escrow Agreement
is not complete and is qualified by reference to the form of Escrow Agreement
included as an exhibit to this statement and hereby incorporated by reference.

VOTING AGREEMENT. Under the Voting Agreement, each of Patrick
G. Ryan, Jr., Robert J.W. Ryan and a trust for the benefit of Corbett M.W. Ryan,
the trustee of which trust is Shirley W. Ryan, have agreed, with respect to all
matters submitted to Aon's stockholders for approval, to vote all shares of Aon
Common Stock owned by such person or trust in the same manner in which Patrick
G. Ryan votes the shares of Aon Common Stock owned or controlled by him or as
otherwise directed by him. In addition, certain trusts have agreed that if
Patrick G. Ryan or Shirley W. Ryan cease to be the trustee thereof, such trusts
will vote the shares of Aon Common Stock owned or controlled by them in the
manner described in the preceding sentence. Patrick G. Ryan has been appointed
proxy for purposes of voting the shares of Aon Common Stock in accordance with
such voting agreements. The Voting Agreement also places certain restrictions on
the ability of the persons filing this statement and certain trusts for which
one or more of such persons is trustee to transfer shares of Aon Common Stock to
anyone other than such persons or trusts. The Voting Agreement terminates upon
the death of Patrick G. Ryan. The foregoing discussion of the Voting Agreement
is not complete and is qualified by reference to the form of Voting Agreement
included as an exhibit to this statement and hereby incorporated by reference.

Patrick G. Ryan and certain trusts for whom he or Shirley W.
Ryan is a trustee have revolving and other credit facilities with various
financial institutions. An aggregate of 12,167,727 shares of Aon Common Stock
beneficially owned by the persons filing this statement have been pledged as of
July 16, 2001 to secure repayment of such amounts as may be outstanding under
such facilities from time to time. Additional shares of Aon Common Stock may be
pledged by such persons from time to time hereafter to secure borrowings under
such facilities or other facilities entered into in the future.

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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit I Agreement of Joint Filing, dated July 16, 2001

Exhibit II Agreement and Plan of Merger, dated July 16, 2001 among Aon
Corporation, Ryan Holding Corporation of Illinois, Ryan
Enterprises Corporation of Illinois, Holdco #1, Inc., Holdco
#2, Inc., Patrick G. Ryan, Shirley W. Ryan and the
stockholders of Ryan Holding Corporation of Illinois and of
Ryan Enterprises Corporation of Illinois set forth on the
signature pages thereto.

Exhibit III Stock Restriction Agreement dated July 16, 2001 among Aon
Corporation, Patrick G. Ryan, Shirley W. Ryan, Patrick G.
Ryan, Jr., Robert J.W. Ryan, the Corbett M.W. Ryan Living
Trust dated July 13, 2001, the Patrick G. Ryan Living Trust
dated July 10, 2001, the Shirley W. Ryan Living Trust dated
July 10, 2001, the 2001 Ryan Annuity Trust dated April 20,
2001 and the Family GST Trust under the PGR 2000 Trust dated
November 22, 2000.

Exhibit IV Escrow Agreement dated July 16, 2001 among Aon Corporation,
Patrick G. Ryan, Shirley W. Ryan, Patrick G. Ryan, Jr., Robert
J.W. Ryan, the Corbett M.W. Ryan Living Trust dated July 13,
2001, the Patrick G. Ryan Living Trust dated July 10, 2001,
the Shirley W. Ryan Living Trust dated July 10, 2001, the 2001
Ryan Annuity Trust dated April 20, 2001 and the Family GST
Trust under the PGR 2000 Trust dated November 22, 2000 and
American National Bank and Trust Company of Chicago, as escrow
agent.

Exhibit V Irrevocable Stockholders' Voting Agreement and Proxy dated
July16, 2001among Patrick G. Ryan, Shirley W. Ryan, Patrick G.
Ryan, Jr., Robert J.W. Ryan, the Corbett M.W. Ryan Living
Trust dated July 13, 2001, the Patrick G. Ryan Living Trust
dated July 10, 2001, the Shirley W. Ryan Living Trust dated
July 10, 2001, the 2001 Ryan Annuity Trust dated April 20,
2001, and the Family GST Trust under PGR 2000 Trust dated
November 22, 2000.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, correct and complete.

/s/ Patrick G. Ryan
------------------------------------
Patrick G. Ryan
Dated: July 16, 2001

/s/ Shirley W. Ryan
------------------------------------
Shirley W. Ryan
Dated: July 16, 2001

/s/ Patrick G. Ryan, Jr.
------------------------------------
Patrick G. Ryan, Jr.
Dated: July 16, 2001

/s/ Robert J.W. Ryan
------------------------------------
Robert J.W. Ryan
Dated: July 16, 2001

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EXHIBIT INDEX

Exhibit I Agreement of Joint Filing, dated July 16, 2001

Exhibit V Irrevocable Stockholders' Voting Agreement and Proxy dated
July 16, 2001 among Patrick G. Ryan, Shirley W. Ryan, Patrick
G. Ryan, Jr., Robert J.W. Ryan, the Corbett M.W. Ryan Living
Trust dated July 13, 2001, the Patrick G. Ryan Living Trust
dated July 10, 2001, the Shirley W. Ryan Living Trust dated
July 10, 2001, the 2001 Ryan Annuity Trust dated April 20,
2001, and the Family GST Trust under PGR 2000 Trust dated
November 22, 2000.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

Filed on:	7/17/01
	7/16/01	1	14
	7/13/01	12	14
	7/10/01	12	14
	5/31/01	8
	4/20/01	12	14	DEF 14A
	11/22/00	12	14
				List all Filings

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Filing Submission 0000912057-01-524082 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Ryan Patrick G, et al. – ‘SC 13D’ on 7/17/01 re: Aon plc

On: Tuesday, 7/17/01, at 10:47am ET · Accession #: 912057-1-524082 · File #: 5-32053

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General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D — General Statement of Beneficial OwnershipDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

SC 13D — General Statement of Beneficial Ownership
Document Table of Contents