Document/Exhibit Description Pages Size
1: 10-K Alexander & Alexander 22 136K
2: EX-3.3 Articles of Incorporation/Organization or By-Laws 14 27K
3: EX-3.4 Articles of Incorporation/Organization or By-Laws 35 86K
5: EX-10.20 Material Contract 5 18K
6: EX-10.23 Material Contract 7 33K
7: EX-10.24 Material Contract 11 50K
8: EX-10.25 Material Contract 292 562K
9: EX-10.26 Material Contract 303 841K
4: EX-10.3 Material Contract 8 27K
10: EX-13.0 Annual or Quarterly Report to Security Holders 50 241K
11: EX-21 Subsidiaries of the Registrant 8 46K
12: EX-23.0 Consent of Experts or Counsel 1 8K
EX-3.3 — Articles of Incorporation/Organization or By-Laws
Exhibit Table of Contents
ALEXANDER & ALEXANDER SERVICES INC.
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ARTICLES SUPPLEMENTARY
Alexander & Alexander Services Inc., a Maryland
corporation (the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland that:
FIRST: Pursuant to the authority granted to and
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vested in the Board of Directors of the Corporation (hereinafter
called the "Board of Directors" or the "Board") in accordance
with the provisions of Article SIXTH of the charter of the
Corporation, the Board of Directors, at a meeting duly convened
and held on November 18, 1993, adopted a resolution classifying
100,000 of the Corporation's authorized but unissued shares of
Preferred Stock, $1.00 par value per share (the "Preferred
Stock"), as "Series A Junior Participating Preferred Stock," and
fixing the preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption thereof as
follows:
Series A Junior Participating Preferred Stock
I. Designation and Amount
----------------------
The shares classified hereby shall be designated
as "Series A Junior Participating Preferred Stock" (the
"Series A Preferred Stock"). The number of shares
classified hereby shall be 100,000 and, when aggregated
with the shares classified as Series A Preferred Stock
under Article SIXTH of the charter of the Corporation,
the total number of shares constituting the Series A
Preferred Stock shall be 600,000. Such total number of
shares may be increased or decreased by resolution of
the Board of Directors; provided, that no decrease
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shall reduce the number of shares of Series A Preferred
Stock to a number less than the number of shares then
outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options,
rights or warrants or upon the conversion of any
outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.
II. Dividends and Distributions
---------------------------
(A) Subject to the rights of the holders of any
shares of any series of Preferred Stock (or any similar
stock) ranking prior and superior to the Series A
Preferred Stock with respect to dividends, the holders
of shares of Series A Preferred Stock, in preference to
the holders of Common Stock, $1.00 par value per share
(the "Common Stock"), of the Corporation, and of any
other junior stock, shall be entitled to receive, when,
as and if declared by the Board of Directors out of
funds legally available for the purpose, quarterly
dividends payable in cash on the first day of March,
June, September and December in each year (each such
date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly
Dividend Payment Date after the first issuance of a
share or fraction of a share of Series A
Preferred Stock, in an amount per share (rounded to the
nearest cent) equal to the greater of (a) $10 or (b) subject
to the provision for adjustment hereinafter set forth, 100
times the aggregate per share amount of all cash dividends,
and 100 times the aggregate per share amount (payable in
kind) of all non-cash dividends or other distributions,
other than a dividend payable in shares of Common Stock or
a subdivision of the outstanding shares of Common Stock
(by reclassification or otherwise), declared on the
Common Stock
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since the immediately preceding Quarterly Dividend Payment
Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or
fraction of a share of Series A Preferred Stock. In the
event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of
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Common Stock) into a greater or lesser number of shares of
Common Stock, then in each such case the amount to which
holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under clause (b) of the
preceding sentence shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such
event.
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(B) The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as
provided in paragraph (A) of this Section immediately
after it declares a dividend or distribution on the
Common Stock (other than a dividend payable in shares
of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on
the Common Stock during the period between any
Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend
of $10 per share on the Series A Preferred Stock shall
nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.
(C) Dividends shall begin to accrue and be
cumulative on outstanding shares of Series A Preferred
Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares, unless the
date of issue of such shares is prior to the record
date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to
accrue from the date of issue of such shares, or unless
the date of issue is a Quarterly Dividend Payment Date
or is a date after the record date for the
determination of holders of shares of Series A
Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment
Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Quarterly
Dividend Payment Date. Accrued but unpaid dividends
shall not bear interest. Dividends paid on the shares
of Series A Preferred Stock in an amount less than the
total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record
date for the determination of holders of shares of
Series A Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which
record date shall be not more than 60 days prior to the
date fixed for the payment thereof.
III. Voting Rights
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The holders of shares of Series A Preferred Stock
shall have the following voting rights:
(A) Subject to the provision for adjustment
hereinafter set forth, each share of Series A Preferred
Stock shall entitle the holder thereof to 100 votes on
all matters submitted to a vote of the shareholders of
the Corporation. In the event the Corporation shall at
any time declare or pay any dividend on the Common
Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of
Common Stock) into a greater or lesser number of shares
of Common Stock, then in each such case the number of
votes per share to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such
event shall be adjusted by multiplying such number by a
fraction, the numerator of which is the number of shares
of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to
such event.
(B) Except as otherwise provided herein, in any
other Articles Supplementary creating a series of
Preferred Stock or any similar stock, or by law, the
holders of shares of Series A Preferred Stock and the
holders of shares of Common Stock and any other capital
stock of the Corporation having general voting rights
shall vote together as one class on all matters
submitted to a vote of shareholders of the Corporation.
(C) Except as set forth herein, or as otherwise
provided by law, holders of Series A Preferred Stock
shall have no voting rights.
IV. Certain Restrictions
--------------------
(A) Whenever quarterly dividends or other
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dividends or distributions payable on the Series A
Preferred Stock as provided in Section II are in
arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared,
on shares of Series A Preferred Stock outstanding shall
have been paid in full, the Corporation shall not:
(i) declare or pay dividends, or make any other
distributions, on any shares of stock ranking junior
(either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred
Stock;
(ii) declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a
parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preferred
Stock, except dividends paid ratably on the Series A
Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to
the total amounts to which the holders of all such
shares are then entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior
(either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred
Stock, provided that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any
such junior stock in exchange for shares of any stock
of the Corporation ranking junior (either as to
dividends or upon dissolution, liquidation or winding
up) to the Series A Preferred Stock; or
(iv) redeem or purchase or otherwise acquire for
consideration any shares of Series A Preferred Stock,
or any shares of stock ranking on a parity with the
Series A Preferred Stock, except in accordance with a
purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of
such shares upon such terms as the Board of Directors,
after consideration of the respective annual dividend
rates and other relative rights and preferences of the
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respective series and classes, shall determine in good
faith will result in fair and equitable treatment among
the respective series or classes.
(B) The Corporation shall not permit any
subsidiary of the Corporation to purchase or otherwise
acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under
paragraph (A) of this Section IV purchase or otherwise
acquire such shares at such time and in such manner.
V. Reacquired Shares
-----------------
Any shares of Series A Preferred Stock purchased
or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly
after the acquisition thereof. All such shares shall
upon their cancellation become authorized but unissued
shares of Preferred Stock and may be reissued as part
of a new series of Preferred Stock subject to the
conditions and restrictions on issuance set forth
herein, in the Restated Articles of Incorporation, as
amended, in any other Articles Supplementary
classifying a series of Preferred Stock or any similar
stock or as otherwise required by law.
VI. Liquidation, Dissolution or Winding Up
--------------------------------------
Upon any liquidation, dissolution or winding up of
the Corporation, no distribution shall be made (1) to
the holders of shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Stock unless,
prior thereto, the holders of shares of Series A
Preferred Stock shall have received $100 per share,
plus an amount equal to accrued and unpaid dividends and
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distributions thereon, whether or not declared,
to the date of such payment, provided that the
holders of shares of Series A Preferred Stock
shall be entitled to receive an aggregate
amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100
times the aggregate amount to be distributed per
share to holders of shares of Common Stock,
or (2) to the holders of shares of stock
ranking on a parity (either as to dividends
or upon liquidation, dissolution or winding up)
with the Series A Preferred
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Stock, except distributions made ratably on
the Series A Preferred Stock and all such
parity stock in proportion to the total
amounts to which the holders of all such
shares are entitled upon such liquidation,
dissolution or winding up. In the event the
Corporation shall at any time declare or
pay any dividend on the Common Stock payable
in shares of Common Stock, or effect a
subdivision or combination or consolidation
of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment
of a dividend in shares of Common Stock)
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into a greater or lesser number of shares of
Common Stock, then in each such case the
aggregate amount to which holders of shares of
Series A Preferred Stock were entitled
immediately prior to such event under the
proviso in clause (1) of the preceding
sentence shall be adjusted by multiplying
such amount by a fraction the numerator of
which is the number of shares of Common Stock
outstanding immediately after such event and the
denominator of which is the number of shares of
Common Stock that were outstanding immediately
prior to such
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event.
VII. Consolidation, Merger, etc.
---------------------------
In case the Corporation shall enter into any
consolidation, merger, combination or other transaction
in which the shares of Common Stock are exchanged for
or changed into other stock or securities, cash and/or
any other property, then in any such case each share of
Series A Preferred Stock shall at the same time be
similarly exchanged or changed into an amount per
share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate
amount of stock, securities, cash and/or any other
property (payable in kind), as the case may be, into
which or for which each share of Common Stock is
changed or exchanged. In the event the Corporation
shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock,
or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or
lesser number of shares of Common Stock, then in each
such case the amount set forth in the preceding
sentence with respect to the exchange or change of
shares of Series A Preferred Stock shall be adjusted
by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common
Stock outstanding immediately after such event
and the denominator of which is the number of shares
of Common Stock that were outstanding immediately
prior to such event.
VIII. Redemption
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The shares of Series A Preferred Stock shall not
be redeemable.
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IX. Rank
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The Series A Preferred Stock shall rank, with
respect to the payment of dividends and the
distribution of assets, junior to all series of any
other class of the Corporation's Preferred Stock.
X. Amendment
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The charter of the Corporation shall not be
amended in any manner which would materially alter or
change the powers, preferences or special rights of the
Series A Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Series A
Preferred Stock, voting together as a single series.
SECOND: The undersigned Vice President acknowledges
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these Articles Supplementary to be the corporate act of the
Corporation and, as to all matters or facts required to be
verified under oath, the undersigned Vice President acknowledges
that, to the best of his knowledge, information and belief,
these matters and facts are true in all material respects and
that this statement is made under the penalties for perjury.
IN WITNESS WHEREOF, the Corporation has caused these
Articles Supplementary to be executed under seal in its name and
on its behalf by its Vice President and attested to by its
Secretary on this 3rd day of December, 1993.
ATTEST: ALEXANDER & ALEXANDER SERVICES
INC.
By: (SEAL)
------------------------- -------------------------
, Secretary , Vice President
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Dates Referenced Herein and Documents Incorporated by Reference
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