General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D Schedule 13D Aig/Alexander & Alexander 14 53K
2: EX-99.A Executive Officers and Directors 27 135K
3: EX-99.B Proxy Statement of the Company Dated 6/27/94 118 591K
4: EX-99.C Articles Supplementary 43 155K
5: EX-99.D Articles of Amendment of the Charter of the Co. 13 37K
6: EX-99.E Stock Purchase and Sales Agreement 93 183K
7: EX-99.F Registration Rights Agreement 32 111K
8: EX-99.G Amendment Number 2 to Rights Plan Dated 7/15/94 3 14K
9: EX-99.H Agreement of Joint Filing Dated as of 7/15/94 2 9K
| Page | (sequential) | | | | (alphabetic) | Top |
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| | |
- Alternative Formats (Word, et al.)
- A. Conditions Precedent to the Obligations of the Purchasers
- A. Definitions
- A. Notices
- A. Organization, Good Standing, Power, Authority, Etc
- A. Restrictive Legends
- A. Time and Place of the Closing
- B. Capitalization of A&A
- B. Certificates for Shares and Conversion Shares To Bear Legends
- B. Conditions Precedent to Obligations of A&A
- B. Expenses
- B. No Conflicts; No Consents
- B. Transactions at the Closing
- C. Governing Law
- C. Investment Intent, Etc
- C. Registration Rights
- C. Removal of Legends
- D. Pre-Closing Activities
- D. SEC Documents
- D. Severability; Interpretation
- E. Headings
- E. Information
- E. Proxy Statement
- F. Authority and Qualification of A&A
- F. Entire Agreement
- F. Restriction on Issuance of Stock
- G. Counterparts
- G. Restriction on Amendments to By-Laws
- G. Subsidiaries
- H. Outstanding Securities
- H. Stockholders Meeting
- I. Hart-Scott-Rodino
- I. No Contravention, Conflict, Breach, Etc
- J. Acquisition Proposals
- J. Consents
- K. Access
- K. No Existing Violation, Default, Etc
- L. Licenses and Permits
- L. Publicity
- Material Adverse Effect
- M. Certain Special Events
- M. Title to Properties
- N. Environmental Matters
- N. Reservation of Shares
- O. Adjustment Payments
- O. Taxes
- P. Litigation
- Q. Labor Matters
- R. Contracts
- S. Finder's Fees
- T. Financial Statements
- U. ERISA
- V. Contingent Liabilities
- W. No Material Adverse Change
- X. Investment Company
- Y. Exemption from Registration; Restrictions on Offer and Sale of Same or Similar Securities
- Z. Use of Proceeds
- 10. Performance; Waiver
- 10. Registration Rights Agreement
- 11. Other
- 11. Successors and Assigns
- 12. Hart-Scott-Rodino
- 12. Miscellaneous
- 13. Articles Supplementary; Articles of Amendment
- 14. Exemption from Special Voting Requirements
- 15. Special Events
- 1. Compliance by A&A
- 1. Compliance by AIG
- 1. Definitions; Certain References
- 2. Closing
- 2. No Legal Action
- 3. Amendment of Charter
- 3. Conditions to the Closing
- 4. Representations and Warranties of A&A
- 4. Shareholder Approval
- 5. Regulatory Matters
- 5. Representations and Warranties of the Purchasers
- 5. Stock Exchange Listing
- 6. Covenants of the Parties
- 6. Rights Agreement
- 7. Regulatory Matters
- 7. Standstill
- 8. Insurance Arrangement
- 8. Termination
- 9. Legal Opinions
- 9. Survival of Representations and Warranties
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| 1 | 1st Page - Filing Submission
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| 6 | 1. Definitions; Certain References
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| " | A. Definitions
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| 13 | 2. Closing
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| " | A. Time and Place of the Closing
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| " | B. Transactions at the Closing
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| 14 | 3. Conditions to the Closing
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| " | A. Conditions Precedent to the Obligations of the Purchasers
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| " | 1. Compliance by A&A
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| 15 | 2. No Legal Action
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| " | 3. Amendment of Charter
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| " | 4. Shareholder Approval
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| 16 | 5. Stock Exchange Listing
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| " | 6. Rights Agreement
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| " | 7. Regulatory Matters
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| 17 | 8. Insurance Arrangement
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| " | 9. Legal Opinions
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| 34 | 10. Registration Rights Agreement
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| " | 11. Other
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| 35 | 12. Hart-Scott-Rodino
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| " | 13. Articles Supplementary; Articles of Amendment
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| " | 14. Exemption from Special Voting Requirements
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| " | 15. Special Events
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| 36 | B. Conditions Precedent to Obligations of A&A
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| " | 1. Compliance by AIG
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| 37 | 5. Regulatory Matters
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| 38 | 4. Representations and Warranties of A&A
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| 39 | A. Organization, Good Standing, Power, Authority, Etc
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| 40 | B. Capitalization of A&A
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| 42 | C. Registration Rights
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| " | D. SEC Documents
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| " | E. Proxy Statement
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| 43 | F. Authority and Qualification of A&A
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| " | G. Subsidiaries
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| 45 | H. Outstanding Securities
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| " | I. No Contravention, Conflict, Breach, Etc
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| 46 | J. Consents
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| 47 | K. No Existing Violation, Default, Etc
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| 49 | L. Licenses and Permits
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| 50 | Material Adverse Effect
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| " | M. Title to Properties
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| " | N. Environmental Matters
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| 51 | O. Taxes
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| 52 | P. Litigation
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| 53 | Q. Labor Matters
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| " | R. Contracts
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| " | S. Finder's Fees
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| 54 | T. Financial Statements
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| 55 | U. ERISA
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| 57 | V. Contingent Liabilities
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| 58 | W. No Material Adverse Change
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| 59 | X. Investment Company
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| " | Y. Exemption from Registration; Restrictions on Offer and Sale of Same or Similar Securities
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| 60 | Z. Use of Proceeds
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| 61 | 5. Representations and Warranties of the Purchasers
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| 62 | B. No Conflicts; No Consents
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| " | C. Investment Intent, Etc
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| 63 | 6. Covenants of the Parties
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| " | A. Restrictive Legends
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| 64 | B. Certificates for Shares and Conversion Shares To Bear Legends
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| 66 | C. Removal of Legends
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| 67 | D. Pre-Closing Activities
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| " | E. Information
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| 68 | F. Restriction on Issuance of Stock
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| " | G. Restriction on Amendments to By-Laws
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| " | H. Stockholders Meeting
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| 69 | I. Hart-Scott-Rodino
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| " | J. Acquisition Proposals
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| 71 | K. Access
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| 72 | L. Publicity
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| " | M. Certain Special Events
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| 73 | N. Reservation of Shares
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| 74 | O. Adjustment Payments
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| 78 | 7. Standstill
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| 87 | 8. Termination
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| 88 | 9. Survival of Representations and Warranties
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| " | 10. Performance; Waiver
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| 89 | 11. Successors and Assigns
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| " | 12. Miscellaneous
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| " | A. Notices
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| 91 | B. Expenses
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| " | C. Governing Law
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| " | D. Severability; Interpretation
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| 92 | E. Headings
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| " | F. Entire Agreement
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| " | G. Counterparts
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EXHIBIT E
_________________________________
STOCK PURCHASE AND SALE AGREEMENT
_________________________________
Between
ALEXANDER & ALEXANDER SERVICES INC.
and
AMERICAN INTERNATIONAL GROUP, INC.
__________
Dated as of June 6, 1994
TABLE OF CONTENTS
[Download Table]
Section Heading Page
------- ------- ----
1. Definitions; Certain References............................. 2
a. Definitions........................................... 2
2. Closing..................................................... 9
a. Time and Place of the Closing......................... 9
b. Transactions at the Closing........................... 9
3. Conditions to the Closing................................... 10
a. Conditions Precedent to the
Obligations of the Purchasers......................... 10
1. Compliance by A&A............................... 10
2. No Legal Action................................. 11
3. Amendment of Charter............................ 11
4. Shareholder Approval............................ 11
5. Stock Exchange Listing.......................... 12
6. Rights Agreement................................ 12
7. Regulatory Matters.............................. 12
8. Insurance Arrangement........................... 13
9. Legal Opinions.................................. 13
10. Registration Rights Agreement................... 30
11. Other........................................... 30
12. Hart-Scott-Rodino............................... 31
13. Articles Supplementary;
Articles of Amendment........................... 31
14. Exemption from Special Voting
Requirements.................................... 31
15. Special Events.................................. 31
b. Conditions Precedent to Obligations
of A&A................................................ 32
1. Compliance by AIG............................... 32
2. No Legal Action................................. 32
3. Amendment of Charter............................ 33
4. Shareholder Approval............................ 33
5. Regulatory Matters.............................. 33
[Download Table]
Section Heading Page
------- ------- ----
4. Representations and Warranties of A&A....................... 34
a. Organization, Good Standing, Power,
Authority, Etc........................................ 35
b. Capitalization of A&A................................. 36
c. Registration Rights................................... 38
d. SEC Documents......................................... 38
e. Proxy Statement....................................... 38
f. Authority and Qualification of A&A.................... 39
g. Subsidiaries.......................................... 39
h. Outstanding Securities................................ 41
i. No Contravention, Conflict, Breach,
Etc................................................... 41
j. Consents.............................................. 42
k. No Existing Violation, Default,
Etc................................................... 43
l. Licenses and Permits.................................. 45
m. Title to Properties................................... 46
n. Environmental Matters................................. 46
o. Taxes................................................. 47
p. Litigation............................................ 47
q. Labor Matters......................................... 49
r. Contracts............................................. 49
s. Finder's Fees......................................... 49
t. Financial Statements.................................. 50
u. ERISA................................................. 51
v. Contingent Liabilities................................ 53
w. No Material Adverse Change............................ 54
x. Investment Company.................................... 55
y. Exemption from Registration;
Restrictions on Offer and Sale of
Same or Similar Securities............................ 55
z. Use of Proceeds....................................... 56
5. Representations and Warranties of the
Purchasers.................................................. 57
a. Organization, Good Standing, Power,
Authority, Etc........................................ 57
b. No Conflicts; No Consents............................. 58
c. Investment Intent, Etc................................ 58
6. Covenants of the Parties.................................... 59
a. Restrictive Legends................................... 59
b. Certificates for Shares and
Conversion Shares To Bear Legends..................... 60
c. Removal of Legends.................................... 62
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[Download Table]
Section Heading Page
------- ------- ----
d. Pre-Closing Activities................................ 62
e. Information........................................... 63
f. Restriction on Issuance of Stock...................... 64
g. Restriction on Amendments to
By-Laws............................................... 64
h. Stockholders Meeting.................................. 64
i. Hart-Scott-Rodino..................................... 65
j. Acquisition Proposals................................. 65
k. Access................................................ 67
l. Publicity............................................. 68
m. Certain Special Events................................ 68
n. Reservation of Shares................................. 69
o. Adjustment Payments................................... 70
7. Standstill.................................................. 74
8. Termination................................................. 83
9. Survival of Representations and
Warranties.................................................. 84
10. Performance; Waiver......................................... 84
11. Successors and Assigns...................................... 85
12. Miscellaneous............................................... 85
a. Notices............................................... 85
b. Expenses.............................................. 87
c. Governing Law......................................... 87
d. Severability; Interpretation.......................... 87
e. Headings.............................................. 88
f. Entire Agreement...................................... 88
g. Counterparts.......................................... 88
Exhibits
--------
Exhibit 1 - Articles of Amendment
Exhibit 2 - Articles Supplementary
Exhibit 3 - Registration Rights Agreement
Exhibit 4 - Rights Agreement Amendment
Exhibit 5 - Charter of A&A
Exhibit 6 - By-laws of A&A
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STOCK PURCHASE AND SALE AGREEMENT
STOCK PURCHASE AND SALE AGREEMENT ("AGREEMENT") dated
as of June 6, 1994, between ALEXANDER & ALEXANDER SERVICES
INC., a Maryland corporation ("A&A"), and AMERICAN
INTERNATIONAL GROUP, INC., a Delaware corporation ("AIG").
WHEREAS, A&A desires to sell to one or more of AIG
and its wholly-owned subsidiaries as designated by AIG (the
"Purchasers" and each a "Purchaser"), and the Purchaser or
Purchasers desire to purchase, an aggregate of 4,000,000 shares
(the "Shares") of 8% Series B Cumulative Convertible Preferred
Stock, par value $1.00 per share, of A&A (the "Series B Stock")
for the consideration and upon the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and
of the respective representations, warranties, covenants,
agreements and conditions contained herein, each of A&A and AIG
agree as follows:
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1. Definitions; Certain References.
a. Definitions. The terms defined in this Sec-
tion 1, whenever used in this Agreement, shall have the
following meanings for all purposes of this Agreement:
"A&A" has the meaning set forth in the first
paragraph of this Agreement.
"Act" means the Securities Act of 1933, as amended.
"Affiliate" has the meaning set forth in Rule 12b-2
under the Exchange Act.
"AIG" has the meaning set forth in the first
paragraph of this Agreement.
"AIG Group" has the meaning set forth in Section 7.a.
"Annual Report" has the meaning set forth in Section
3.a.9(A)(i).
"Articles of Amendment" means the Articles of
Amendment of the Charter of A&A, to be filed for record by A&A,
subject to the approval thereof by the stockholders of A&A as
contemplated by Section 3.a.3, with the State Department of
Assessments and Taxation of Maryland on or prior to the date
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and time of the Closing, a true and correct copy of which is
attached as Exhibit 1 hereto.
"Articles Supplementary" means the Articles
Supplementary classifying 6,200,000 shares of A&A's preferred
stock as Series B Stock, to be filed for record by A&A with the
State Department of Assessments and Taxation of Maryland on or
prior to the date and time of the Closing, a true and correct
copy of which is attached as Exhibit 2 hereto.
"Charter" means the Articles of Restatement of the
charter of A&A as filed for record with the State Department of
Assessments and Taxation of Maryland, as amended to date and as
it is to be amended by the Articles of Amendment.
"Class A Common Stock" means the Class A Common
Stock, par value $.00001 per share, of A&A.
"Class C Common Stock" means the Class C Common
Stock, par value $1.00 per share, of A&A.
"Class D Common Stock" means the Class D Common
Stock, par value $1.00 per share, of A&A, to be created by A&A
as described in the Articles of Amendment.
-4-
"Closing" has the meaning set forth in Section 2.a of
this Agreement.
"Closing Date" has the meaning set forth in Sec-
tion 2.a of this Agreement.
"Common Stock" means the common stock, par value
$1.00 per share, of A&A.
"Conversion Shares" means the shares of Class D
Common Stock issuable or issued upon conversion of the Shares
pursuant to the terms of this Agreement and the Articles
Supplementary.
"Encumbrances" has the meaning set forth in Section
4.g of this Agreement.
"Environmental Laws" has the meaning set forth in
Section 4.k of this Agreement.
"ERISA" has the meaning set forth in Section 4.u of
this Agreement.
"Exchange Act" means the Securities Exchange Act of
1934, as amended.
-5-
"Exchange Shares" means the shares of Common Stock
issuable or issued in exchange for the Conversion Shares (or,
in the case of a registered public offering of Series B Stock,
upon conversion of Series B Stock) pursuant to the terms of
this Agreement and the Charter.
"Incorporated Document" has the meaning set forth in
Section 3.a.9(A)(v) of this Agreement.
"Licenses" has the meaning set forth in Section 4.l
of this Agreement.
"Material Adverse Effect" has the meaning set forth
in Section 4.f of this Agreement.
"Proxy Statement" means the proxy statement with
respect to the transactions contemplated by this Agreement sent
to the holders of Common Stock, Class A Common Stock and
Class C Common Stock in compliance with the Exchange Act, as
the same may be amended or supplemented.
"Purchase Price" means, in the case of each
Purchaser, $50 multiplied by the number of Shares to be
purchased by such Purchaser and $200,000,000 in the aggregate.
-6-
"Purchaser" has the meaning set forth in the first
recital of this Agreement.
"Purchasers" has the meaning set forth in the first
recital of this Agreement.
"Registrable Securities" means the Series B Stock,
the Conversion Shares, the Exchange Shares and any other
securities issued or issuable with respect to the Series B
Stock, the Conversion Shares or the Exchange Shares by way of a
stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation
or other reorganization; provided, however, that a security
ceases to be a Registrable Security when it is no longer a
Transfer Restricted Security.
"Registration Rights Agreement" means the
Registration Rights Agreement to be dated as of the date of the
Closing among A&A and the Purchasers party thereto, in the form
attached as Exhibit 3 hereto, as amended, supplemented and
modified from time to time in accordance with the terms
thereof.
"Restricted Securities" has the meaning set forth in
Section 7.a(i) of this Agreement.
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"Rights Agreement" means the Rights Agreement between
A&A and First Chicago Trust Company of New York, dated as of
June 11, 1987, as amended and restated on March 22, 1990, as
amended on April 21, 1992 and as it is to be amended pursuant
to Section 3.a.6 hereof.
"Rights Agreement Amendment" has the meaning set
forth in Section 3.a.6 of this Agreement.
"SEC" means the Securities and Exchange Commission.
"SEC Documents" means all documents filed by A&A with
the SEC since January 1, 1993.
"Series B Stock" has the meaning set forth in the
first recital of this Agreement.
"Shares" has the meaning set forth in the first
recital of this Agreement.
"Significant Subsidiary" means each of Alexander &
Alexander Services UK plc, Reed Stenhouse Companies Limited and
each other Subsidiary of A&A that had consolidated assets at
December 31, 1993 with a book value, net of intercompany
accounts, in excess of 10% of the consolidated assets of A&A at
such date or that, net of intercompany items, contributed more
-8-
than 10% to the consolidated revenues or consolidated operating
income of A&A for the year ended December 31, 1993.
"Special Event" has the meaning specified in the
Articles Supplementary.
"Standstill Period" has the meaning set forth in
Section 7.c of this Agreement.
"Subsidiary" means, with respect to any person, any
corporation, limited or general partnership, joint venture,
association, joint stock company, trust, unincorporated
organization, or other entity analogous to any of the foregoing
of which a majority of the equity ownership (whether voting
stock or comparable interest) is, at the time, owned, directly
or indirectly by such person.
"Transaction Documents" means the Articles of
Amendment, the Articles Supplementary, the Rights Agreement
Amendment and the Registration Rights Agreement.
"Transfer Restricted Security" means a share of
Series B Stock, a Conversion Share, an Exchange Share and any
other security which is a Registrable Security until such share
of Series B Stock, Conversion Share, Exchange Share or other
security (i) has been effectively registered under the Act and
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disposed of in accordance with a registration statement filed
under the Act covering it or (ii) is distributed to the public
pursuant to Rule 144 under the Act.
2. Closing.
a. Time and Place of the Closing. The Closing (the
"Closing") shall take place at the offices of Cahill Gordon &
Reindel, 80 Pine Street, New York, New York, at 10:00 A.M., New
York time, on the third business day following the first date
on which the conditions to Closing set forth in Section 3
hereof have first been satisfied or waived. A&A shall give AIG
two business days prior written notice of the date the Closing
is scheduled to occur. The "Closing Date" shall be the date
the Closing occurs.
b. Transactions at the Closing. At the Closing,
subject to the terms and conditions of this Agreement, A&A
shall issue and sell to AIG and the other Purchasers and AIG
shall purchase, or shall cause the other Purchasers to
purchase, the Shares. At the Closing, A&A shall deliver to
each Purchaser a certificate or certificates representing the
number of Shares to be purchased by such Purchaser as reflected
in a schedule delivered to A&A one business day prior to the
Closing registered in the name of such Purchaser or its nominee
against
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payment of the Purchase Price with respect thereto by
wire transfer of immediately available funds to an account or
accounts previously designated by A&A.
3. Conditions to the Closing.
a. Conditions Precedent to the Obligations of the
Purchasers. The obligations of the Purchasers to be discharged
under this Agreement on or prior to the Closing are subject to
satisfaction of the following conditions at or prior to the
Closing (unless expressly waived in writing by AIG at or prior
to the Closing):
1. Compliance by A&A. All of the terms, covenants
and conditions of this Agreement to be complied with and
performed by A&A at or prior to the Closing shall have
been complied with and performed by it in all material
respects, and the representations and warranties made by
A&A in this Agreement shall be true and correct in all
material respects at and as of the Closing, with the same
force and effect as though such representations and
warranties had been made at and as of the Closing, except
for changes expressly contemplated by this Agreement and
except for representations and warranties that are made as
-11-
of a specific time which shall be true and correct in all
material respects only as of such time.
2. No Legal Action. No action, suit, investigation
or other proceeding relating to the transactions
contemplated hereby shall have been instituted or
threatened before any court or by any governmental body
which presents a substantial risk of the restraint or
prohibition of the transactions contemplated hereby or the
obtaining of material damages or other material relief in
connection therewith.
3. Amendment of Charter. The Articles of Amendment
shall have been duly approved by the required holders of
A&A's stock, shall have been filed with the State
Department of Assessments and Taxation of Maryland and
shall have become effective.
4. Shareholder Approval. The transactions
contemplated by this Agreement, including the issuance of
the Series B Stock, the Conversion Shares and the Exchange
Shares, shall have been duly approved by the holders of
A&A's stock as required by the rules of the New York Stock
Exchange, Inc. and any other securities exchange on which
the Common Stock is listed.
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5. Stock Exchange Listing. The Exchange Shares
shall have been approved for listing, subject to notice of
issuance, by the New York Stock Exchange, Inc. and any
other securities exchange on which the Common Stock is
listed.
6. Rights Agreement. The Rights Agreement shall
have been amended by an amendment in the form of Exhibit 4
hereto (the "Rights Agreement Amendment") and shall
otherwise be in full force and effect and not have been
otherwise amended, modified or supplemented on or after
the date of this Agreement.
7. Regulatory Matters. AIG shall be satisfied in
its sole discretion as to the non-applicability of the
insurance holding company and broker-controlled insurer
statutes of each jurisdiction (x) in the United States of
America or any state, territory or possession thereof and
(y) each other jurisdiction wherever located which is
material to the conduct of the business conducted by it
and its Subsidiaries, in each case with respect to the
purchase and holding by the Purchasers of the Series B
Stock, the Conversion Shares and the Exchange Shares
(including the receipt of such approvals or advice from
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regulatory authorities with respect thereto as AIG may
determine). AIG shall be satisfied as to the
applicability of foreign investment and other similar laws
or regulations of each jurisdiction outside the United
States of America where AIG or its subsidiaries or A&A or
its Subsidiaries conduct business with respect to the
purchase and holding by the Purchasers of the Series B
Stock, the Conversion Shares and the Exchange Shares such
that the application of such laws or regulations would not
in its reasonable discretion have, individually or in the
aggregate, a material adverse effect on AIG and its
subsidiaries taken as a whole or A&A and its Subsidiaries
taken as a whole.
8. Insurance Arrangement. On or before July 5,
1994, A&A shall have entered into an insurance or
reinsurance arrangement with respect to its discontinued
operations that is reasonably satisfactory to AIG with an
insurer reasonably satisfactory to AIG.
9. Legal Opinions.
(A) A&A shall have furnished to the Purchasers
on the Closing Date the opinion of Ronald J.
Roessler, Senior Vice President and General Counsel
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of A&A, dated the Closing Date, in form reasonably
satisfactory to the Purchasers, to the effect that:
(i) each of A&A and the Significant
Subsidiaries has been duly incorporated and,
where applicable, is validly existing as a
corporation in good standing under the laws of
the jurisdiction in which it is chartered or
organized, with full corporate power and
authority to own its properties and conduct its
business as described in A&A's Annual Report on
Form 10-K for the year ended December 31, 1993
as filed with the SEC ("Annual Report"); A&A is
duly qualified to do business as a foreign
corporation and is in good standing under the
laws of New York; Alexander Reinsurance
Intermediaries Inc. is duly qualified to do
business as a foreign corporation and is in good
standing under the laws of Connecticut;
(ii) all the outstanding shares of stock of
each Significant Subsidiary have been duly and
validly authorized and issued and are full paid
and nonassessable (or, with respect to foreign
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subsidiaries, have similar status), and all
outstanding shares (except for directors'
qualifying shares) of stock of the Significant
Subsidiaries are owned by A&A either directly or
through wholly-owned subsidiaries (except as set
forth in Exhibit 21 to A&A's Annual Report and
as disclosed in a single writing from A&A to AIG
specifically identified as such and dated the
date hereof) free and clear of any perfected
security interest and, to the best knowledge of
such counsel, any other security interests,
claims, liens or encumbrances, except where the
failure to so own the stock of a Significant
Subsidiary would not have a Material Adverse
Effect;
(iii) to the actual knowledge of such
counsel, neither A&A nor any of the Significant
Subsidiaries incorporated under the laws of New
York or Maryland is in violation of any term or
provision of (A) its charter or bylaws or
(B) any judgment, decree or order specifically
applicable to A&A or such Significant
Subsidiary, or any applicable United States
federal,
-16-
New York or Maryland statute, rule or
regulation, except with respect to clause (B) of
this paragraph (iii) such violations which would
not individually or in the aggregate have a
Material Adverse Effect;
(iv) except as set forth in the Annual
Report or in A&A's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1994 (the
"Quarterly Report"), to the actual knowledge of
such counsel no default exists, and no event has
occurred which with notice, lapse of time, or
both, would constitute a default, in the due
performance and observance of any term, covenant
or condition of any debt agreement to which A&A
or any of the Significant Subsidiaries is a
party or by which it or any of them is bound,
except such defaults which would not
individually or in the aggregate have a Material
Adverse Effect;
(v) to the actual knowledge of such
counsel, there is no pending or threatened
action or suit or proceeding before any court or
-17-
governmental agency or body or any arbitrator
involving A&A or any of the Subsidiaries which
is reasonably likely to have a Material Adverse
Effect and which is not adequately disclosed in
the Annual Report, the Quarterly Report, another
SEC Document filed after the date of this
Agreement or a document filed with the SEC and
incorporated by reference therein ("Incorporated
Document") after the date of this Agreement;
(vi) to the actual knowledge of such
counsel, there is no pending or threatened
action, suit or proceeding before any court or
governmental agency or body or any arbitrator to
which A&A is a party that questions the validity
of this Agreement or the Registration Rights
Agreement or any action to be taken pursuant
hereto or thereto, with only such exceptions as
shall have been disclosed in reasonable detail
to AIG;
(vii) A&A's authorized equity capitalization
is as set forth in Section 4.b of this
Agreement; the outstanding shares of stock of
A&A have been duly and validly authorized and
issued
-18-
and are full paid and nonassessable; and
the holders of outstanding shares of stock of
A&A are not entitled pursuant to A&A's Charter
or bylaws or any agreement known to such counsel
to preemptive or other rights to subscribe for
the Shares, the Conversion Shares or the
Exchange Shares;
(viii) A&A has all requisite corporate power
and authority, and has taken all requisite
corporate action, necessary to enter into this
Agreement, the Rights Agreement Amendment and
the Registration Rights Agreement, to carry out
the provisions and conditions of this Agreement,
the Rights Agreement Amendment and the
Registration Rights Agreement and the
transactions contemplated in this Agreement, the
Rights Agreement Amendment and the Registration
Rights Agreement, to issue and sell the Shares
in the manner contemplated by this Agreement, to
issue shares of Series B Stock as dividends on
the Shares (subject only to declaration by the
Board of Directors of A&A), to issue the
Conversion Shares issuable upon conversion of
the Series B
-19-
Stock, to issue Exchange Shares upon the
exchange of shares of Class D Common Stock or
(in the case of a registered public offering of
the Series B Stock) conversion of the shares of
Series B Stock as provided for in the Charter
and Articles Supplementary and to otherwise
perform its obligations hereunder;
(ix) the issuance and sale of the Shares in
the manner contemplated herein, the issuance of
the Conversion Shares issuable upon conversion
of shares of the Series B Stock in accordance
with the terms of the Charter and the Articles
Supplementary, the issuance of the Exchange
Shares upon exchange of the Class D Common Stock
or (in the case of a registered public offering
of the Series B Stock) conversion of shares of
the Series B Stock in accordance with the terms
of the Charter and the Articles Supplementary,
the execution, delivery and performance by A&A
of this Agreement, the Rights Agreement
Amendment and the Registration Rights Agreement
and the consummation of any other transaction
contemplated in this Agreement, the Rights
-20-
Agreement Amendment and the Registration Rights
Agreement, and the performance, as of the
Closing Date if performed on such date, by A&A
of the obligations under the Charter and the
Articles Supplementary will not conflict with,
result in a breach or violation of, or
constitute a default under (A) the charter or
bylaws of A&A or any of its Subsidiaries or
(B) the terms of any indenture or other
agreement or instrument known to such counsel
and to which A&A or any of its Subsidiaries is a
party or by which it or any of them is bound, or
(C) any judgment, order or decree known to such
counsel to be specifically applicable to A&A or
any of its Subsidiaries of any court, regulatory
body, administrative agency, governmental body
or arbitrator, except with respect to
clauses (B) and (C) of this paragraph (ix), such
conflicts, breaches, violations or defaults
which would not, individually or in the
aggregate, have a Material Adverse Effect; and
(x) those provisions of any contract or
agreement that are described in the Annual
-21-
Report conform in all material respects to the
description thereof contained in the Annual
Report.
Such counsel shall state that, without independent
check or verification of the factual accuracy or
completeness of the Annual Report or the Quarterly Report
(except to the limited extent set forth in
paragraphs (iv), (v), (vii) and (x) above) or the Proxy
Statement, no facts have come to the attention of such
counsel which causes such counsel to believe that the
statements in the Annual Report and the Quarterly Report
at their respective filing dates with the SEC or the Proxy
Statement at its mailing date and the date of the meeting
of shareholders to which it relates (other than the
financial statements and other financial and statistical
information contained therein, as to which such counsel
need express no belief) contained an untrue statement of a
material fact or omitted to state a material fact
necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading.
In rendering such opinion, such counsel may rely (A)
as to matters involving the application of laws other than
-22-
the laws of the States of Maryland and New York or the
federal laws of the United States, to the extent such
counsel deems proper and specifies in such opinion, upon
the opinion of other counsel of good standing believed by
such counsel to be reliable and which opinion and counsel
are satisfactory to the Purchasers (provided that such
counsel states that the Purchasers are justified in
relying on such specified opinion or opinions), and (B) as
to matters of fact, to the extent such counsel deems
proper, on certificates of responsible officers of A&A and
public officials.
(B) A&A shall have furnished to the Purchasers
on the Closing Date the opinion of Debevoise &
Plimpton, special counsel for A&A, dated the Closing
Date, in form reasonably satisfactory to the
Purchasers, to the effect that:
(i) to the actual knowledge of such
counsel, there is no pending or threatened
action, suit or proceeding before any court, or
governmental agency or body or any arbitrator to
which A&A is or is threatened to be made a party
that questions the validity of this Agreement,
the
-23-
Rights Agreement Amendment or the Registration
Rights Agreement or any action to be taken
pursuant hereto or thereto;
(ii) the certificates representing the
Shares are in valid and sufficient form; and the
holders of outstanding shares of stock of A&A
are not entitled pursuant to A&A's Charter or
the Articles Supplementary or bylaws to
preemptive or other rights as shareholders to
subscribe for the Series B Stock or the
Conversion Shares issuable upon conversion of
the Series B Stock or the shares of Common Stock
issuable upon exchange for Class D Stock or (in
the case of a registered public offering of
Series B Stock) conversion of Series B Stock;
(iii) the Series B Stock and the Articles of
Amendment and the Articles Supplementary have
been duly authorized, and, when issued and
delivered in accordance with the terms of this
Agreement and as a dividend on shares of
Series B Stock, the Series B Stock will be
validly issued, full paid and nonassessable;
-24-
(iv) upon due execution, issuance and
delivery in accordance with this Agreement, the
Charter and the Articles Supplementary, the
Shares will be convertible into the Conversion
Shares or (in the case of a registered public
offering of the Series B Stock) into the
Exchange Shares in accordance with the terms of
the Charter and the Articles Supplementary; the
Conversion Shares issuable upon such conversion
have been duly authorized and validly reserved
for issuance upon conversion and, when so issued
upon conversion in accordance with the terms of
the Charter and the Articles Supplementary, will
be validly issued, full paid, and nonassessable;
the shares of Common Stock issuable upon
exchange of the Class D Common Stock or (in the
case of a registered public offering of the
Shares) upon conversion of the Series B Stock
have been duly authorized and validly reserved
for issuance upon exchange of the Class D Common
Stock or conversion of the Series B Stock, and
when so issued upon exchange or conversion in
accordance with the terms of the Charter and the
-25-
Articles Supplementary will be validly issued,
full paid and nonassessable; the holders of
shares of the Series B Stock, Conversion Shares,
or Exchange Shares of A&A will not be subject to
personal liability for obligations of A&A by
reason of being such holders; all consents,
approvals, authorizations, orders, registration
and qualifications of or with any New York,
Maryland or Federal court or governmental agency
or body, if any, and all corporate approvals and
authorizations, required to be obtained or taken
by A&A for or in connection with the
authorization, issuance and delivery of the
Series B Stock and for the consummation of the
transactions contemplated hereby have been
validly and sufficiently obtained or taken
(other than the declaration of dividends on
Series B Stock in Series B Stock) and are in
full force and effect, except such as may be
required under the securities or blue sky laws
of any jurisdiction in connection with the
purchase and distribution of the Series B Stock
by the Purchasers and such
-26-
other approvals (specified in such opinion) as
have been obtained;
(v) each of this Agreement, the Rights
Agreement Amendment and the Registration Rights
Agreement has been duly authorized, executed and
delivered by A&A and, assuming due
authorization, execution and delivery thereof by
the other parties hereto and thereto, is the
valid and binding obligation of A&A, subject to
applicable bankruptcy, insolvency and similar
laws affecting creditors' rights generally and
subject, as to enforceability, to general
principles of equity (regardless of whether
enforcement is sought in a proceeding in equity
or at law);
(vi) the issuance and sale of the Series B
Stock in the manner contemplated herein, the
issuance of the Conversion Shares issuable upon
conversion of shares of the Series B Stock in
accordance with the terms of the Charter and the
Articles Supplementary, the issuance of the
Exchange Shares upon exchange of the Class D
-27-
Common Stock or (in the case of a registered
public offering of Series B Stock) upon
conversion of the Series B Stock in accordance
with the terms of the Charter and the Articles
Supplementary, the execution, delivery and
performance by A&A of this Agreement, the Rights
Agreement Amendment and the Registration Rights
Agreement and the consummation of any other of
the transactions contemplated in this Agreement,
the Rights Agreement Amendment and the
Registration Rights Agreement, and the
performance, as of the Closing Date if performed
on such date, by A&A of the obligations under
the Charter and the Articles Supplementary will
not conflict with, result in a violation or
breach of, or constitute a default under (A) the
charter or bylaws of A&A or (B) any United
States federal, Maryland or New York statute,
rule or regulation applicable to A&A or any of
the Significant Subsidiaries, except with
respect to clause (B) of this paragraph (vi),
such conflicts, breaches, violations or defaults
which would not have a Material Adverse Effect;
-28-
(vii) A&A is not an "investment company"
within the meaning of the Investment Company Act
of 1940, as amended; and
(viii) in connection with the offer and sale
of the Shares and the delivery of the
certificates representing the Shares delivered
on such Closing Date by A&A to the Purchasers
pursuant to this Agreement, and assuming the
correctness of all representations and
warranties made by the Purchasers in Section 5.c
and by A&A in Section 4.y, it is not necessary
to register such Shares under the Act.
Such counsel shall state that (x) such counsel have
not themselves checked the accuracy and completeness of,
or otherwise verified, and are not passing upon and assume
no responsibility for the accuracy or completeness of, the
statements contained in the Proxy Statement, and (y) in
the course of such counsel's review and discussion of the
contents of the Proxy Statement with certain officers and
employees of A&A, including its general counsel and his
staff, the Purchasers and their counsel and A&A's
independent accountants, but without independent check or
-29-
verification, no facts have come to the attention of such
counsel which causes such counsel to believe that the
statements in the Proxy Statement at its mailing date and
the date of the meeting of shareholders to which it
relates contained an untrue statement of a material fact
or omitted to state a material fact necessary to make the
statements therein, in the light of the circumstances
under which they were made, not misleading, except that
such counsel need not express any view with respect to the
adequacy or accuracy of, or the application of generally
accepted accounting principles to, the financial
statements or other financial or numerical data included
in the Proxy Statement.
In rendering such opinion, such counsel may (A) rely
as to matters involving the application of laws other than
the State of New York or the federal laws of the United
States, to the extent such counsel deems proper and
specifies in such opinion, upon the opinion of other
counsel of good standing believed by such counsel to be
reliable and which counsel and opinion are satisfactory to
the Purchasers (provided that such counsel states that the
Purchasers are justified in relying upon such specified
opinion or opinions), and (B) rely as to matters of fact,
to the
-30-
extent such counsel deems proper, on certificates
of responsible officers of A&A and public officials.
(C) The Purchasers shall have received from
Cahill Gordon & Reindel, counsel for the Purchasers,
such opinion or opinions, dated such Closing Date,
with respect to the exemption from registration under
the Act for the offer and sale of such Shares and
delivery of the Shares by A&A to the Purchasers
pursuant to this Agreement, and other related matters
as they may reasonably require, and A&A shall have
furnished to such counsel such documents as they
reasonably request for the purpose of enabling them
to pass upon such matters.
10. Registration Rights Agreement. A&A shall have
executed and delivered at the Closing for the benefit of
the Purchasers and their successors and assigns the
Registration Rights Agreement.
11. Other. A&A shall have furnished to the
Purchasers such executed and conformed copies of such
other opinions and such certificates, letters and
documents as the Purchasers may reasonably request and as
are customary for transactions such as those contemplated
by this Agreement.
-31-
12. Hart-Scott-Rodino. The waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 shall
have expired or been terminated, to the extent applicable.
13. Articles Supplementary; Articles of Amendment.
The Articles Supplementary and the Articles of Amendment
shall each have been filed for record with the State
Department of Assessments and Taxation of Maryland and
shall have become effective.
14. Exemption from Special Voting Requirements. The
Board of Directors of A&A shall have irrevocably taken all
action necessary under Section 3-603(c) of the Maryland
General Corporation Law to exempt future transactions
between A&A and its Subsidiaries, on the one hand, and AIG
and its subsidiaries, on the other hand, from the
provisions of Subtitle 6 of the Maryland General
Corporation Law, provided that such exemption shall be
applicable only if AIG or its Subsidiaries shall have
become "interested stockholders" as a result of the
acquisition of securities of A&A in a manner and to an
extent permitted by this Agreement.
15. Special Events. No Special Event shall have
occurred on or after the date of this Agreement and on or
-32-
prior to the Closing, other than the execution and
delivery of the Rights Agreement Amendment.
b. Conditions Precedent to Obligations of A&A. The
obligations of A&A to be discharged under this Agreement on or
prior to the Closing are subject to satisfaction of the
following conditions at or prior to the Closing (unless waived
by A&A at or prior to the Closing):
1. Compliance by AIG. All of the terms, covenants
and conditions of this Agreement to be complied with and
performed by AIG at or prior to the Closing shall have
been complied with and performed by AIG in all material
respects, and the representations and warranties made by
the Purchasers in this Agreement shall be true and correct
in all material respects at and as of the Closing, with
the same force and effect as though such representations
and warranties had been made at and as of the Closing,
except for changes contemplated by this Agreement.
2. No Legal Action. No action, suit, investigation
or other proceeding relating to the transactions
contemplated hereby shall have been instituted before any
court or instituted or threatened by any governmental body
which presents a substantial risk of the restraint or
-33-
prohibition of the transactions contemplated hereby or the
obtaining of material damages or other material relief in
connection therewith.
3. Amendment of Charter. The Articles of Amendment
shall have been approved by the required holders of A&A's
stock, shall have been filed with the State Department of
Assessments and Taxation of the State of Maryland and
shall have become effective.
4. Shareholder Approval. The transactions
contemplated by this Agreement, including the issuance of
the Series B Stock, the Conversion Shares and the Exchange
Shares, shall have been approved by the holders of A&A's
capital stock as required by the rules of the New York
Stock Exchange, Inc. and any other securities exchange on
which the Common Stock is listed.
5. Regulatory Matters. A&A shall be satisfied in
its sole discretion as to the non-applicability of the
insurance holding company and broker-controlled insurer
statutes of each jurisdiction (x) in the United States of
America or any state, territory or possession thereof and
(y) each other jurisdiction wherever located which is
material to the conduct of the business conducted by it
-34-
and its Subsidiaries, in each case with respect to the
purchase and holding by the Purchasers of the Series B
Stock, the Conversion Shares and the Exchange Shares
(including the receipt of such approvals or advice from
regulatory authorities with respect thereto as A&A may
determine). A&A shall be satisfied as to the
applicability of foreign investment and other similar laws
or regulations of each jurisdiction outside the United
States of America where A&A or its Subsidiaries or AIG or
its Subsidiaries conduct business with respect to the
purchase and holding by the Purchasers of the Series B
Stock, the Conversion Shares and the Exchange Shares such
that the application of such laws or regulations would not
in its reasonable discretion have, individually or in the
aggregate, a material adverse effect on A&A and its
Subsidiaries taken as a whole.
4. Representations and Warranties of A&A. A&A
hereby represents and warrants to each of the Purchasers that,
except as specifically disclosed in a single writing from A&A
to AIG specifically identified as such and dated the date
hereof:
-35-
a. Organization, Good Standing, Power, Authority,
Etc. A&A is a corporation duly organized, validly
existing and in good standing under the laws of the State
of Maryland. A&A has the full corporate power and
authority to execute and deliver this Agreement and each
Transaction Document and to perform its obligations under
this Agreement and each Transaction Document. A&A has
taken all action required by law, its Charter, its by-laws
or otherwise required to be taken by it to authorize the
execution, delivery and performance by it of this
Agreement and each Transaction Document. This Agreement
is, and after the Closing each Transaction Document will
be, a valid and binding obligation of A&A, enforceable in
accordance with their respective terms, except that such
enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights and
general principles of equity and except that rights to
indemnity and contribution may be limited by federal or
state securities laws or policies underlying such laws.
True and complete copies of the Charter and bylaws of A&A
as in effect on the date hereof are attached as Exhibits 5
and 6 hereto.
-36-
b. Capitalization of A&A. After giving effect to
the Articles of Amendment and the Articles Supplementary
the authorized stock of A&A will at the Closing consist
of: 200,000,000 shares of Common Stock, of which at May
1, 1994, 40,766,215 shares were outstanding; 26,000,000
shares of Class A Common Stock, of which at May 1, 1994,
2,366,690 shares were outstanding; 11,000,000 shares of
Class C Common Stock, of which at June 2, 1994, 385,594
shares were outstanding; 40,000,000 shares of Class D
Common Stock, none of which will be issued and outstanding
at the Closing; and 15,000,000 shares of preferred stock,
of which (w) 2,300,000 shares have been designated as
$3.625 Series A Convertible Preferred Stock and at June 2,
1994, 2,300,000 shares were outstanding, (x) 600,000
shares have been designated as Series A Junior
Participating Preferred Stock, and at June 2, 1994 none of
which were outstanding, and (y) 6,200,000 shares will be
designated as Series B Stock, of which 4,000,000 shares
will be issued and outstanding at the Closing and
2,200,000 shares will be reserved for issuance to holders
of Series B Stock as dividends pursuant to the Charter and
the Articles Supplementary. Since May 1, 1994, the
Company has only issued shares of Common Stock and Class A
Common Stock in
-37-
accordance with the terms of its employee benefit plans
as in existence on May 1, 1994, in all cases in the ordinary
course of business and in a manner and in amounts consistent
with past practice. All of the shares of Series B Stock
issued at the Closing or issued as dividends pursuant to the
Charter and the Articles Supplementary will be duly authorized,
validly issued, full paid and nonassessable and entitled to
the benefits of, and have the terms and conditions set forth
in, the Charter and the Articles Supplementary. The Conversion
Shares will be duly authorized and will be reserved for
such issuance and, when issued in accordance with the
Charter and the Articles Supplementary, will be duly and
validly issued, full paid and nonassessable. The Exchange
Shares are duly authorized and, when issued in accordance
with the Charter and the Articles Supplementary, will be
duly and validly issued, full paid and nonassessable. All
outstanding shares of stock of A&A have been duly
authorized, are validly issued, full paid and
nonassessable and have been issued in compliance with
applicable federal and state securities laws. The
shareholders of A&A have no preemptive or similar rights
with respect to the securities of A&A. No further
approval or authority of the shareholders
-38-
or of the Board of Directors of A&A will be required for
the consummation by A&A of the transactions contemplated
by this Agreement and each of the Transaction Documents,
except for the declaration of dividends on Series B Stock
in Series B Stock and such as have been obtained or made
and are in full force and effect.
c. Registration Rights. Each Purchaser shall, by
virtue of its purchase of Shares hereunder, be a holder of
Registrable Securities, as defined in the Registration
Rights Agreement, and be entitled to the rights of such a
holder under the Registration Rights Agreement.
d. SEC Documents. Each of the SEC Documents, as of
the date of its filing with the SEC, did not include any
untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in
the light of the circumstances under which they were made,
not misleading.
e. Proxy Statement. The Proxy Statement will not
include any untrue statement of a material fact or omit to
state any material fact necessary to make the statements
therein, in the light of the circumstances under which
they were made, not misleading.
-39-
f. Authority and Qualification of A&A. A&A has the
corporate power and authority to own, lease and operate
its properties and to conduct its business as described in
the SEC Documents and as currently owned or leased and
conducted. A&A is duly qualified to transact business as
a foreign corporation and is in good standing in each
jurisdiction in which the conduct of its business or its
ownership, leasing or operation of property requires such
qualification, other than any failure to be so qualified
or in good standing as would not singly or in the
aggregate with all such other failures reasonably be
expected to have a material adverse effect on the assets,
liabilities, results of operations, prospects or condition
(financial or otherwise) of A&A and the Subsidiaries taken
as a whole (each a "Material Adverse Effect").
g. Subsidiaries. Exhibit 21 to the Annual Report
is a true, accurate and correct statement of all of the
information required to be set forth therein by the
regulations of the SEC. Each Subsidiary has been duly
incorporated or organized and is validly existing as a
corporation or other legal entity in good standing under
the laws of the jurisdiction of its incorporation or
formation, has the corporate or other power and authority
to own, lease
-40-
and operate its properties and to conduct its business as
described in the SEC Documents and as currently owned or
leased and conducted and is duly qualified to transact
business as a foreign corporation or other legal entity and
is in good standing (if applicable) in each jurisdiction in
which the conduct of its business or its ownership, leasing
or operation of property requires such qualification, other
than any failure to be so qualified or in good standing as
would not singly or in the aggregate with all such other
failures reasonably be expected to have a Material Adverse
Effect. Except as disclosed in the SEC Documents filed with
the SEC prior to the date of this Agreement, all of the
outstanding capital stock of each Subsidiary has been duly
authorized and validly issued, is fully paid and
nonassessable and is owned by A&A, directly or through
Subsidiaries (other than directors' qualifying shares),
free and clear of any mortgage, pledge, lien, security
interest, restriction upon voting or transfer, claim or
encumbrance of any kind ("Encumbrance") (other than such
transfer restrictions as may exist under federal and state
securities laws), and there are no rights granted to or in
favor of any third party (whether acting in an individual,
fiduciary or other
-41-
capacity) other than A&A to acquire any such capital stock,
any additional capital stock or any other securities of any
Subsidiary.
h. Outstanding Securities. Except as set forth in
the SEC Documents filed with the SEC prior to the date of
this Agreement and except as contemplated by this
Agreement, there are no outstanding (A) securities or
obligations of A&A convertible into or exchangeable for
any capital stock of A&A, (B) warrants, rights or options
to subscribe for or purchase from A&A any such capital
stock or any such convertible or exchangeable securities
or obligations or (C) obligations of A&A to issue such
shares, any such convertible or exchangeable securities or
obligations, or any such warrants, rights or options.
i. No Contravention, Conflict, Breach, Etc. The
execution, delivery and performance of each of this
Agreement and each of the Transaction Documents by A&A and
the consummation of the transactions herein and therein
contemplated will not (A) contravene any provision of the
charter, by-laws or other organization documents of it or
of any of the Subsidiaries, or (B) conflict with or result
in a breach or violation of any of the terms and
-42-
provisions of, or constitute a default under, or result in
the creation or imposition of any lien, charge or
encumbrance upon any assets or properties of it or of any
of the Subsidiaries under, any statute, rule, regulation,
order or decree of any governmental agency or body or any
court having jurisdiction over it or the Subsidiaries or
any of its or their respective properties, assets or
operations, or any indenture, mortgage, loan agreement,
note or other agreement or instrument for borrowed money,
any guarantee of any agreement or instrument for borrowed
money or any lease, permit, license or other agreement or
instrument to which it or any of the Subsidiaries is a
party or by which it or any such Subsidiary is bound or to
which any of the properties, assets or operations of it or
any such Subsidiary is subject which conflict, breach,
violation, default, creation or imposition has, or will
have, individually or in the aggregate, a Material Adverse
Effect.
j. Consents. No consent, approval, authorization,
order, registration, filing or qualification of or with
any (A) court or (B) government agency or body or
(C) other third party (whether acting in an individual,
fiduciary or other capacity) is required for the
-43-
consummation of the transactions contemplated by this
Agreement or by any of the Transaction Documents to be
performed by A&A, except (1) such as will have been
obtained and made and will be in full force and effect as
of the Closing and (2) such as may be required under the
Act and state securities laws in connection with the
performance by A&A of its obligations under the
Registration Rights Agreement.
k. No Existing Violation, Default, Etc. Neither
A&A nor any of the Subsidiaries is in violation of (A) its
charter, by-laws or other organization documents or
(B) any applicable law, ordinance, administrative or
governmental rule or regulation or (C) any order, decree
or judgment of any court of governmental agency or body
having jurisdiction over A&A or any Subsidiary. The
properties, assets and operations of A&A and the
Subsidiaries are in compliance in all material respects
with all applicable federal, state, local and foreign
laws, rules and regulations, orders, decrees, judgments,
permits and licenses relating to public and worker health
and safety and to the protection and clean-up of the
natural environment and activities or conditions related
thereto, including, without limitation, those relating to
the generation,
-44-
handling, disposal, transportation or release of hazardous
materials (collectively, "Environmental Laws"), other than
any such failure to be in compliance as would not singly or
in the aggregate with all such other failures reasonably be
expected to have a Material Adverse Effect. With respect to
such properties, assets and operations, including any
previously owned, leased or operated properties, assets or
operations, to the best knowledge of A&A, after due inquiry,
there are no past, present or reasonably anticipated future
events, conditions, circumstances, activities, practices,
incidents, actions or plans of A&A or any of the
Subsidiaries that may interfere with or prevent compliance
or continued compliance in all material respects with
applicable Environmental Laws, other than any such
interference or prevention as would not singly or in the
aggregate with any such other interference or prevention
reasonably be expected to have a Material Adverse Effect.
The term "hazardous materials" shall mean those substances
that are regulated by or form the basis for liability
under any applicable Environmental Laws.
Except as set forth in SEC Documents filed with the
SEC prior to the date of this Agreement, no event of
default or event that, but for the giving of notice or the
-45-
lapse of time or both, would constitute an event of
default exists or, upon the consummation by A&A of the
transactions contemplated by this Agreement or any of the
Transaction Documents, will exist under any indenture,
mortgage, loan agreement, note or other agreement or
instrument for borrowed money, any guarantee of any
agreement or instrument for borrowed money or any lease,
permit, license or other agreement or instrument to which
A&A or any of the Subsidiaries is a party or by which A&A
or any such Subsidiary is bound or to which any of the
properties, assets or operations of A&A or any such
Subsidiary is subject.
l. Licenses and Permits. A&A and the Subsidiaries
have such certificates, permits, licenses, franchises,
consents, approvals, orders, authorizations and clearances
from appropriate governmental agencies and bodies
("Licenses") as are necessary to own, lease or operate
their properties and to conduct their businesses in the
manner described in the SEC Documents and as currently
owned or leased and conducted and all such Licenses are
valid and in full force and effect except such licenses
which the failure to have or to be in full force and
effect individually or in the aggregate do not have a
-46-
Material Adverse Effect. To the best of A&A's knowledge,
after due inquiry, A&A and the Subsidiaries are in
compliance in all material respects with their respective
obligations under such Licenses, with such exceptions as
individually or in the aggregate do not have a Material
Adverse Effect, and no event has occurred that allows, or
after notice or lapse of time would allow, revocation or
termination of such Licenses.
m. Title to Properties. A&A and the Subsidiaries
have sufficient title to all material properties (real and
personal) owned by A&A and the Subsidiaries which are
necessary for the conduct of the business of A&A and the
Subsidiaries as described in the SEC Documents and as
currently conducted, free and clear of any Encumbrance
that may materially interfere with the conduct of the
business of A&A and the Subsidiaries, taken as a whole,
and to the best of A&A's knowledge, after due inquiry, all
material properties held under lease by A&A or the
Subsidiaries are held under valid, subsisting and
enforceable leases.
n. Environmental Matters. Neither A&A nor any of
the Subsidiaries is the subject of any federal, state,
local or foreign investigation, and neither A&A nor any of
-47-
the Subsidiaries has received any notice or claim (or is
aware of any facts that would form a reasonable basis for
any claim), nor entered into any negotiations or
agreements with any third party, relating to any material
liability or remedial action or potential material
liability or remedial action under Environmental Laws, nor
are there any pending, reasonably anticipated or, to the
best knowledge of A&A, threatened actions, suits or
proceedings against or affecting A&A, any of the
Subsidiaries or their properties, assets or operations in
connection with any such Environmental Laws.
o. Taxes. A&A and the Subsidiaries have filed all
federal, and all material state, local and foreign, tax
returns which, to the best knowledge of A&A's officers,
are required to be filed, and each has paid all taxes as
shown on such returns and on assessments received by it to
the extent that such taxes and assessments have become
due. United States Federal income tax returns of A&A and
its Subsidiaries have been examined and closed through the
fiscal year ended December 31, 1978. The charges,
accruals and reserves on the books of A&A and its
Subsidiaries in respect of taxes or other governmental
charges are, in the opinion of A&A, adequate.
-48-
p. Litigation. Except as set forth in SEC
Documents filed with the SEC prior to the date of this
Agreement, there are no pending actions, suits,
proceedings, arbitrations or investigations against or
affecting A&A or any of the Subsidiaries or any of their
respective properties, assets or operations, or with
respect to which A&A or any of the Subsidiaries is
responsible by way of indemnity or otherwise, that are
required under the Exchange Act to be described in such
SEC Documents, that questions the validity of this
Agreement or any of the Transaction Documents or any
action to be taken pursuant to this Agreement or any of
the Transaction Documents, or that would singly or in the
aggregate, with all such other actions, suits,
investigations or proceedings, reasonably be expected to
have, individually or in the aggregate, a Material Adverse
Effect, or could reasonably be expected to have a material
adverse effect on the ability of A&A to perform its
obligations under this Agreement or any of the Transaction
Documents; and, to the best knowledge of A&A, after due
inquiry, except as set forth in SEC Documents filed with
the SEC prior to the date of this Agreement, no such
actions, suits, proceedings or investigations are
-49-
threatened or contemplated and there is no basis for any
such action, suit, proceeding or investigation.
q. Labor Matters. No labor disturbance by the
employees of A&A or any of the Subsidiaries that has had
or that is reasonably likely to have a Material Adverse
Effect exists or, to the best knowledge of A&A, after due
inquiry, is threatened.
r. Contracts. All of A&A's material contracts that
are required to be described in the SEC Documents or to be
filed as exhibits thereto are described in the SEC
Documents or filed as exhibits thereto and are in full
force and effect. Neither A&A nor any of the Subsidiaries
nor, to the best knowledge of A&A, any other party is in
breach of or default under any such contracts except for
such breaches and defaults as in the aggregate have not
had and would not have a Material Adverse Effect.
s. Finder's Fees. No broker, finder or other party
is entitled to receive from A&A, any of the Subsidiaries
or any other person any brokerage or finder's fee or any
other fee, commission or payment as a result of the
transactions contemplated by this Agreement for which any
Purchaser would have any liability or responsibility.
-50-
t. Financial Statements. The audited consolidated
financial statements and related schedules and notes
included in the SEC Documents comply in all material
respects with the requirements of the Exchange Act and the
Act and the rules and regulations of the SEC thereunder,
were prepared in accordance with generally accepted
accounting principles consistently applied throughout the
period involved and fairly present the financial
condition, results of operations, cash flows and changes
in stockholders' equity of the A&A and the Subsidiaries at
the dates and for the periods presented. The unaudited
quarterly consolidated financial statements and the
related notes included in the SEC Documents present fairly
the financial condition, results of operations and cash
flows of A&A and the Subsidiaries at the dates and for the
periods to which they relate, subject to year-end audit
adjustments (consisting only of normal recurring
accruals), have been prepared in accordance with generally
accepted accounting principles applied on a consistent
basis except as otherwise stated therein and have been
prepared on a basis substantially consistent with that of
the audited financial statements referred to above except
as otherwise stated therein.
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u. ERISA. Each Plan complies in all material
respects with the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), the Internal Revenue Code
of 1986, as amended (the "Code") and all other applicable
statutes and governmental rules and regulations, and
(i) no "reportable event" (within the meaning of Sec-
tion 4043 of ERISA) has occurred with respect to any Plan,
(ii) neither A&A nor any of its ERISA Affiliates has
withdrawn from any Plan or Multiemployer Plan or
instituted steps to do so, and (iii) no steps have been
instituted to terminate any Plan. No condition exists or
event or transaction has occurred in connection with any
Plan which could result in the incurrence by A&A or any of
its ERISA Affiliates of a material liability. No Plan, or
any trust created thereunder, has incurred any
"accumulated funding deficiency" as defined in Section 302
of ERISA, whether or not waived. To the best knowledge of
A&A, there are no actions, suits or claims pending or
threatened (other than routine claims for benefits) with
respect to any Plan. Neither A&A nor any of its ERISA
Affiliates has incurred or reasonably expects to incur any
material liability under or pursuant to Title IV of ERISA.
No prohibited transactions described in Section 406 of
ERISA or
-52-
Section 4975 of the Code have occurred which could result
in material liability to A&A or its Subsidiaries. Neither
A&A nor any of its ERISA Affiliates has incurred or expects
to incur any "withdrawal liability" (within the meaning of
Part 1 of Subtitle E of Title IV of ERISA). Neither A&A nor
any of its ERISA Affiliates has been notified by any
Multiemployer Plan that such Multiemployer Plan is currently
in reorganization or insolvency under and within the meaning
of Section 4241 or 4245 of ERISA or that such
Multiemployer Plan intends to terminate or has been
terminated under Section 4041A of ERISA. As used herein
the term "Plan" means a "pension plan", as such term is
defined in Section 3(2) of ERISA (other than a
Multiemployer Plan) established or maintained by A&A or
any of its ERISA Affiliates or as to which A&A or any of
its ERISA Affiliates has contributed or otherwise may have
any liability. "Multiemployer Plan" shall mean a
"multiemployer plan", as such term is defined in
Section 4001(a)(3) of ERISA, to which A&A or any of its
ERISA Affiliates is obligated to contribute or otherwise
may have any liability. "ERISA Affiliate" means any trade
or business (whether or not incorporated) which is under
common control or would be considered a single employer
-53-
with A&A within the meaning of Section 414(b), (c), (m) or
(o) of the Code and the regulations promulgated under
those sections or within the meaning of Section 4001(b) of
ERISA and the regulations promulgated thereunder.
v. Contingent Liabilities. Except as fully
reflected or reserved against in the financial statements
included in the Annual Report or the Quarterly Report, or
disclosed in the footnotes contained in such financial
statements, A&A and its Subsidiaries had no liabilities
(including tax liabilities) at the date of such financial
statements, absolute or contingent, that were material
either individually or in the aggregate to A&A and its
Subsidiaries taken as a whole. Except as so reflected,
reserved, or disclosed, A&A and its Subsidiaries have no
commitments which are materially adverse either
individually or in the aggregate to A&A and its
Subsidiaries taken as a whole. Contingent liabilities
arising from the Share Purchase Agreement dated as of
October 9, 1987 between Sphere Drake Acquisition (U.K.)
Limited and Alexander Stenhouse & Partners Ltd., other
than (a) such liabilities arising out of sections 10.4,
10.5, or 10.6(b) of said Agreement or (b) such liabilities
as to which recourse under said Agreement is directly or
indirectly limited to
-54-
a purchase price adjustment, are not material relative to
the total amount of contingent liabilities arising from
said Agreement.
w. No Material Adverse Change. Since the latest
date as of which information is given in the SEC Documents
filed prior to June 5, 1994, (A) A&A and the Subsidiaries
have not incurred any material liability or obligation
(indirect, direct or contingent), or entered into any
material oral or written agreement or other transaction,
that is not in the ordinary course of business or that
could reasonably be expected to result in a Material
Adverse Effect; (B) A&A and the Subsidiaries have not
sustained any loss or interference with its business or
properties from fire, flood, windstorm, accident or other
calamity (whether or not covered by insurance) that has
had or that could reasonably be expected to have a
Material Adverse Effect; (C) there has been no material
change in the indebtedness of A&A and the Subsidiaries, no
change in the stock of A&A except for the issuance of
shares of Common Stock pursuant to options or conversion
rights in existence at the date of this Agreement, and no
dividend or distribution of any kind declared, paid or
made by A&A on any class of its stock, except for regular
quarterly
-55-
dividends of not more than $0.90625 per share of
$3.625 Series A Convertible Preferred Stock and of not
more than $0.025 per share of Common Stock, Class A Common
Stock and Class C Common Stock (or the equivalent in
foreign currency); and (D) there has been no event causing
a Material Adverse Effect, nor any development that could,
singly or in the aggregate, reasonably be expected to
result in a Material Adverse Effect.
x. Investment Company. A&A is not an "investment
company" within the meaning of the Investment Company Act
of 1940, as amended.
y. Exemption from Registration; Restrictions on
Offer and Sale of Same or Similar Securities. Assuming
the representations and warranties of the Purchasers set
forth in Section 5.c hereof are true and correct in all
material respects, the offer and sale of the Shares made
pursuant to this Agreement will be exempt from the
registration requirements of the Act. Neither A&A nor any
person acting on its behalf has, in connection with the
offering of the Shares, engaged in (A) any form of general
solicitation or general advertising (as those terms are
used within the meaning of Rule 502(c) under the Act), (B)
-56-
any action involving a public offering within the meaning
of Section 4(2) of the Act, or (C) any action which would
require the registration of the offering and sale of the
Shares pursuant to this Agreement under the Act or which
would violate applicable state securities or "blue sky"
laws. A&A has not made and will not make, directly or
indirectly, any offer or sale of Shares or of securities
of the same or a similar class as the Shares if as a
result the offer and sale of Shares contemplated hereby
could fail to be entitled to exemption from the
registration requirements of the Act. As used herein, the
terms "offer" and "sale" have the meanings specified in
Section 2(3) of the Act.
z. Use of Proceeds. The net proceeds of the sale
of the Shares will be used by A&A and its Subsidiaries for
general corporate purposes. A&A intends that such net
proceeds will be used for investment in the continuing
businesses of A&A and the Subsidiaries and to fund the
insurance or reinsurance arrangement referred to in
Section 3.a.8.
-57-
5. Representations and Warranties of the
Purchasers. Each Purchaser hereby represents and warrants to
A&A that:
a. Organization, Good Standing, Power, Authority,
Etc. Such Purchaser has the full power and authority to
execute and deliver this Agreement and the Registration
Rights Agreement (to the extent that it is a party
thereto), and to perform its obligations under this
Agreement and the Registration Rights Agreement. Such
Purchaser has taken all action required by law, its
charter, its by-laws or otherwise required to be taken by
it to authorize the execution and delivery of this
Agreement and the Registration Rights Agreement (to the
extent that it is a party thereto) and the consummation of
the transactions contemplated to be performed by it hereby
and thereby. Each of this Agreement and the Registration
Rights Agreement (to the extent that it is a party
thereto) is a valid and binding agreement of such
Purchaser, enforceable in accordance with their respective
terms, except that such enforcement may be subject to
bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereafter in effect relating to
creditors' rights and general principles of equity and
-58-
except to the extent that rights to indemnity and
contribution may be limited by federal or state securities
laws or policies underlying such laws.
b. No Conflicts; No Consents. Neither the
execution and delivery of this Agreement and the
Registration Rights Agreement (to the extent that it is a
party thereto) nor the consummation by such Purchaser of
the purchase contemplated hereby will (i) conflict with,
or result in a breach of, any provision of its charter or
by-laws or (ii) violate any statute or law or any
judgment, order, writ, injunction, decree, rule or
regulation applicable to the Purchaser and/or any of its
subsidiaries. No consent, authorization or approval of,
or declaration, filing or registration with, or exemption
by, any governmental or regulatory authority is required
in connection with the execution and delivery of, and the
performance by such Purchaser of its obligations under,
this Agreement or the Registration Rights Agreement or the
consummation by such Purchaser of the transactions to be
performed by it as contemplated hereby and thereby.
c. Investment Intent, Etc. Such Purchaser (i) has
such knowledge, sophistication and experience in business
-59-
and financial matters that it is capable of evaluating the
merits and risks of an investment in the Shares,
(ii) fully understands the nature, scope and duration of
the limitations on transfer contained in this Agreement,
(iii) can bear the economic risk of an investment in the
Shares and can afford a complete loss of such investment,
and (iv) is purchasing the Shares for investment and not
with a view to, or for a sale in connection with, any
public distribution in violation of the Act. Such
Purchaser acknowledges (x) receipt of the SEC Documents
filed with the SEC prior to the date of this Agreement and
(y) that such Purchaser has been afforded the opportunity
to ask such questions as it has deemed necessary of, and
to receive answers from, representatives of A&A concerning
the merits and risks of investing in the Shares, and to
obtain such additional information that A&A possesses or
can acquire without unreasonable effort or expense that is
necessary to verify the accuracy and completeness of the
information contained in such SEC Documents.
6. Covenants of the Parties.
a. Restrictive Legends. Each Purchaser represents
and warrants to and agrees with A&A that such Purchaser will
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not dispose of any of such Purchaser's shares of Series B
Stock, Conversion Shares or Exchange Shares (unless, with
respect to such Conversion Shares or Exchange Shares, such
Conversion Shares or Exchange Shares were previously issued
pursuant to an effective registration statement under the Act)
except pursuant to (i) an effective registration statement
under the Act or (ii) an applicable exemption from registration
under the Act. In connection with any sale by a Purchaser
pursuant to clause (ii) of the preceding sentence, such
Purchaser shall furnish to A&A an opinion of counsel reasonably
satisfactory to A&A to the effect that such exemption from
registration is available in connection with such sale.
b. Certificates for Shares and Conversion Shares To
Bear Legends. (A) So long as the Series B Stock is
Registrable Securities, they shall be subject to a stop-
transfer order and the certificate or certificates therefor
shall bear the following legend by which each holder thereof
shall be bound:
"THE SHARES REPRESENTED BY THIS CERTIFICATE
AND ANY SECURITIES ISSUABLE UPON CONVERSION OR
EXCHANGE HEREOF MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO (i) AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, OR
(ii) AN APPLICABLE EXEMPTION FROM REGISTRATION
THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF
THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO
ALEXANDER & ALEXANDER SERVICES INC. TO THE EFFECT
THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE
IN
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CONNECTION WITH SUCH SALE. IN ADDITION, THE
VOTING, SALE, ASSIGNMENT, TRANSFER, PLEDGE OR
HYPOTHECATION OF THE SHARES REPRESENTED BY THIS
CERTIFICATE IS FURTHER SUBJECT TO RESTRICTIONS
WHICH ARE CONTAINED IN THE CHARTER, AS AMENDED, OF
ALEXANDER & ALEXANDER SERVICES INC., IN THE
ARTICLES SUPPLEMENTARY GOVERNING THESE SHARES AND
IN A STOCK PURCHASE AND SALE AGREEMENT DATED AS OF
JUNE 6, 1994, A COPY OF EACH OF WHICH IS ON FILE
WITH ALEXANDER & ALEXANDER SERVICES INC. AND WILL
BE FURNISHED BY THE CORPORATION TO THE STOCKHOLDER
ON REQUEST AND WITHOUT CHARGE."
(B) So long as the Conversion Shares are Registrable
Securities, they shall, unless previously issued pursuant to an
effective registration statement under the Act, be subject to a
stop-transfer order and the certificate or certificates
representing any such Conversion Shares shall bear the
following legend by which each holder thereof shall be bound:
"THE SHARES REPRESENTED BY THIS CERTIFICATE
AND ANY SHARES OR OTHER SECURITIES ISSUABLE UPON
EXCHANGE HEREOF MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO (i) AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, OR
(ii) AN APPLICABLE EXEMPTION FROM REGISTRATION
THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF
THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO
ALEXANDER & ALEXANDER SERVICES INC. TO THE EFFECT
THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE
IN CONNECTION WITH SUCH SALE. IN ADDITION, THE
VOTING, SALE, ASSIGNMENT, TRANSFER, PLEDGE OR
HYPOTHECATION OF THE SHARES REPRESENTED BY THIS
CERTIFICATE IS FURTHER SUBJECT TO RESTRICTIONS
WHICH ARE CONTAINED IN THE CHARTER, AS AMENDED, OF
ALEXANDER & ALEXANDER SERVICES INC. AND IN A STOCK
PURCHASE AND SALE AGREEMENT DATED AS OF JUNE 6,
1994, A COPY OF EACH OF WHICH IS ON FILE WITH
ALEXANDER & ALEXANDER SERVICES INC. AND WILL BE
FURNISHED BY
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THE CORPORATION TO THE STOCKHOLDER ON REQUEST AND
WITHOUT CHARGE."
(C) So long as the Exchange Shares are Registrable
Securities, they shall, unless previously issued pursuant to an
effective registration statement under the Act, be subject to a
stop-transfer order and the certificate or certificates
representing any such Exchange Shares shall bear the following
legend by which each holder thereof shall be bound:
"THE SHARES REPRESENTED BY THIS CERTIFICATE MAY
NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933, OR (ii) AN APPLICABLE EXEMPTION FROM
REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE
(ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
ALEXANDER & ALEXANDER SERVICES INC. TO THE EFFECT
THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN
CONNECTION WITH SUCH SALE. IN ADDITION, THE VOTING,
SALE, ASSIGNMENT, TRANSFER, PLEDGE OR HYPOTHECATION
OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS
FURTHER SUBJECT TO RESTRICTIONS WHICH ARE CONTAINED
IN A STOCK PURCHASE AND SALE AGREEMENT DATED AS OF
JUNE 6, 1994, A COPY OF EACH OF WHICH IS ON FILE WITH
ALEXANDER & ALEXANDER SERVICES INC. AND WILL BE
FURNISHED BY THE CORPORATION TO THE STOCKHOLDER ON
REQUEST AND WITHOUT CHARGE."
c. Removal of Legends. After termination of the
requirement that all or part of such legend be placed upon a
certificate, A&A shall, upon receipt by A&A of evidence
reasonably satisfactory to it that such requirement has
terminated and upon the written request of the holders of
Series B Stock,
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Conversion Shares or Exchange Shares, issue certificates for the
Shares, Conversion Shares or Exchange Shares, as the case may be,
that do not bear such legend.
d. Pre-Closing Activities. From and after the date
of this Agreement until the Closing, each of A&A and AIG shall
act with good faith towards, and shall use its best efforts to
consummate, the transactions contemplated by this Agreement,
and neither A&A nor AIG will take any action that would
prohibit or impair its ability to consummate the transactions
contemplated by this Agreement.
e. Information. So long as any of the Series B
Stock, the Exchange Shares or the Conversion Shares are
outstanding, A&A shall file with the SEC the annual reports and
quarterly reports and the information, documents and other
reports that are required to be filed with the SEC pursuant to
Sections 13 and 15 of the Exchange Act, whether or not A&A has
or is required to have a class of securities registered under
the Exchange Act and whether or not A&A is then subject to the
reporting requirements of the Exchange Act, at the time A&A is
or would be required to file the same with the SEC and,
promptly after A&A is or would be required to file such
reports, information or documents with the SEC, to mail copies
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of such reports, information and documents to the holders of
the Series B Stock, the Exchange Shares and the Conversion
Shares at their addresses set forth in the register of Shares
and Conversion Shares maintained by the transfer agent
therefor.
f. Restriction on Issuance of Stock. So long as
any shares of Series B Stock or any Conversion Shares are
outstanding, A&A shall not issue, except upon conversion of
Series B Stock or in connection with a stock split, stock
combination or dividend with respect to Class D Common Stock,
shares of Class D Common Stock.
g. Restriction on Amendments to By-Laws. A&A shall
not amend its by-laws so as to affect the exemption contained
therein from Subtitle 7 of Title 3 of the Maryland General
Corporation Law.
h. Stockholders Meeting. A&A shall, as promptly as
practical, call a meeting of the holders of its voting stock,
shall recommend, and shall use its best efforts (including the
preparation and circulation of the Proxy Statement) to obtain,
the approval of such holders for the transactions contemplated
by this Agreement. The Proxy Statement shall not be filed, and
no amendment or supplement to the Proxy Statement shall be
-65-
made, without consultation with AIG. A&A shall notify AIG
promptly of the receipt by it of any comments from the SEC or
its staff and of any request by the SEC for amendments or
supplements to the Proxy Statement and shall supply AIG with
copies of all correspondence between it and its
representatives, on the one hand, and the SEC or the members of
its staff, on the other hand, with respect to the Proxy
Statement.
i. Hart-Scott-Rodino. To the extent applicable,
A&A and AIG shall make all filings and furnish all information
required with respect to the transactions contemplated by this
Agreement by the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 and shall use their best efforts to obtain the early
termination of the waiting period thereunder, provided that
neither A&A nor AIG shall be required to agree to dispose of or
hold separate any portion of its business or assets.
j. Acquisition Proposals. Prior to the Closing,
A&A agrees that neither A&A nor any of the Subsidiaries nor any
of the respective officers and directors of A&A or any of the
Subsidiaries shall, and A&A shall direct and use its best
efforts to cause its employees, agents and representatives
(including, without limitation, any investment banker, attorney
or accountant retained by A&A or any of the Subsidiaries) not
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to, initiate, solicit or encourage, directly or indirectly, any
inquiries or the making of any proposal or offer (including,
without limitation, any proposal or offer to stockholders of
A&A) with respect to a merger, consolidation or similar
transaction involving, or any purchase of all or any
substantial portion of the assets or any equity securities of,
A&A or any of the Subsidiaries (any such proposal or offer
being hereinafter referred to as an "Acquisition Proposal") or
engage in any negotiations concerning, or provide any
confidential information or data to, or have any discussions
with, any person relating to an Acquisition Proposal, or
otherwise facilitate directly or indirectly any effort or
attempt to make or implement an Acquisition Proposal.
Notwithstanding the foregoing, A&A shall be entitled to sell or
otherwise dispose of assets to the extent previously disclosed
to the Purchaser in writing. A&A will immediately cease and
cause to be terminated any existing activities, discussions or
negotiations with any parties conducted heretofore with respect
to any of the foregoing. A&A will take the necessary steps to
inform the individuals or entities referred to in the first
sentence hereof of the obligations undertaken in this subsec-
tion j. A&A will notify AIG immediately if any such inquiries
or proposals are received by, any such information is requested
from, or any such
-67-
negotiations or discussions are sought to be initiated or
continued with AIG. Nothing contained in this Agreement shall
prohibit A&A and its directors from making to the stockholders
any recommendation and related filing with the SEC, as required
by Rules 14e-2 and 14d-9 under the Exchange Act, with respect to
any tender offer, or from informing the stockholders of A&A in
the proxy materials with respect to the meeting of stockholders
called to consider the transactions contemplated by this
Agreement of information that is material to the vote with
respect to such transactions, or from changing or withdrawing
the recommendation of the directors with respect to such
transactions if the directors conclude that such change or
withdrawal is required by their fiduciary duties (as determined
in good faith by the Board of Directors of A&A upon the advice
of counsel).
k. Access. Upon reasonable notice, A&A shall (and
shall cause each of the Subsidiaries to) afford AIG's officers,
employees, counsel, accountants and other authorized
representatives ("Representatives") reasonable access during
normal business hours before the Closing to its properties,
books, contracts and records and personnel and advisers (who
will be instructed by A&A to cooperate) and A&A shall (and
shall cause each of the Subsidiaries to) furnish promptly to
AIG all
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information concerning its business, properties and personnel
as AIG or its Representatives may reasonably request,
provided that any review will be conducted in a way that will
not interfere unreasonably with the conduct of A&A's business,
and provided, further, that no review pursuant to this Sub-
section k shall affect or be deemed to modify any
representation or warranty made by A&A. AIG will keep all
information and documents obtained pursuant to this
Subsection k on a confidential basis subject to the
confidentiality provisions contained in paragraphs 1, 2, 3, 4
and 9 of the Confidentiality Agreement dated May 6, 1994
between A&A and AIG.
l. Publicity. A&A and the Purchaser will consult
with each other before issuing any press release or otherwise
making any public statements with respect to the transactions
contemplated hereby and shall not issue any such press release
or make any such public statement prior to such consultation,
except as may be required by law or by obligations pursuant to
any listing agreement with any securities exchange.
m. Certain Special Events. Notwithstanding
anything in the Articles Supplementary to the contrary, so long
as any Series B Stock is outstanding neither A&A nor any of its
Subsidiaries shall declare, pay or make any dividend or
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distribution or commence a tender or exchange offer for A&A
securities that are subordinate to or pari passu with the
Series B Stock as to liquidation preference or dividends or be
a party to any transaction (including without limitation any
recapitalization or reclassification of stock), any
consolidation of A&A or any such Subsidiary with, or merger of
A&A or any such Subsidiary into, or share exchange with, any
other person, any merger of any other person into A&A or any
such Subsidiary or any sale or transfer of assets which, in any
such case, would constitute a Special Event (as such term is
defined in the Articles Supplementary) unless after giving
effect thereto A&A would have the ability and the right (and
the Board of Directors of A&A, including a majority of the
Directors of A&A who are not officers or employees of A&A or
any of its subsidiaries, shall have adopted a resolution
confirming such ability and right) to purchase at the then
applicable price specified in Section 7 of the Articles
Supplementary all of the then issued and outstanding Series B
Stock, assuming all such stock is tendered to it for purchase
pursuant to such Section 7.
n. Reservation of Shares. A&A shall at all times
reserve and keep available, out of its authorized and unissued
stock, solely for the purpose of effecting the exchange of
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Class D Common Stock or conversion of Series B Stock, such
number of shares of its Common Stock or Class D Common Stock,
as the case may be, free of preemptive rights as shall from
time to time be sufficient to effect the exchange of all shares
of Class D Common Stock or conversion of Series B Stock from
time to time.
o. Adjustment Payments. (i) If, at any time or
from time to time, there is a Tax Amount, then A&A shall pay,
as an adjustment to the purchase price, to AIG in cash in
immediately available funds an amount equal to AIG's Pro Rata
Share of such Tax Amount.
"Tax Amount" shall mean the excess, if any, of
(x) all reserves, accruals or payments by or on behalf of A&A
or any of its Subsidiaries (without duplication) on account of
liabilities, expenses, penalties, fines or interest with
respect to any income or other tax (foreign, federal, state or
local) with respect to any period ending on or prior to March
31, 1994 over (y) the stated amount of A&A's tax reserve as
specifically set forth on its consolidated balance sheet at
March 31, 1994 set forth in its Quarterly Report on Form 10-Q
for the three months ended March 31, 1994 filed by A&A with the
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Securities and Exchange Commission in May, 1994 (the "March 31,
1994 Balance Sheet").
"AIG Pro Rata Share" shall mean, as of any date of
determination, a fraction equal to the number of shares of
Common Stock then owned, on a fully diluted basis, as of such
date, by the AIG Group over the outstanding number of shares of
Common Stock as of such date, giving effect to the conversion
or exchange of all securities held by the AIG Group into Common
Stock.
(ii) A&A shall within 90 days after the end of its
fiscal year December 31, 1994 furnish to AIG a certification
(the "AIG Certification") signed by each of its chief executive
officer, chief financial officer and principal accounting
officer certifying (A) whether there were any liabilities as of
March 31, 1994 (1) which were not set forth on the March 31,
1994 Balance Sheet or, (2) which are in an amount in excess of
the amount stated therefor on the March 31, 1994 Balance Sheet
or (3) as to which the full amount of such liability is not
then determinable (specifying, in each case, as to type,
determinability and amount); and (B) whether there were any
assets set forth on the March 31, 1994 Balance Sheet the
ultimate realizable value of which is less than the of the
carrying
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value of such assets at such date (specifying, in each
case, as to type and amount.)
A&A shall cause to be delivered with the AIG
Certification a report of its certified public accountants as
to A&A's compliance with the immediately preceding paragraph.
A liability shall be deemed to be in an amount in
excess of the amount set forth in the March 31, 1994 Balance
Sheet or an asset shall be deemed to have a carrying value
below the amount set forth in such Balance Sheet based upon all
facts or circumstances in existence on or prior to March 31,
1994, whether or not then known by A&A or any of its
Subsidiaries and whether or not, under generally accepted
accounting principles, such liabilities or assets were, as of
March 31, 1994 or as of the date of such AIG Certification,
correctly stated or a reserve would have been required. Assets
shall be carried at the lower of stated book value or
realizable value, and liabilities shall be stated without
discount.
If an adjustment is made to any balance sheet
subsequent to the March 31, 1994 Balance Sheet based upon any
of the matters referred to in the AIG Certification or if a
liability set forth in the AIG Certification is paid ("Other
Adjustments"), then A&A shall within five business days of the
making
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of each such Other Adjustment pay to AIG, as an adjustment to
the purchase price, an amount in cash in immediately available
funds equal to AIG's Pro Rata Share of each such Other Adjustment.
This section (ii) shall not apply (x) to the matters
covered by clause (i) and (y) to the matters set forth in a
single letter agreement between us identified as relating to
this provision:
(iii) A&A shall not be required to make duplicate
payments to the extent that a payment is made as a result of a
reserve, accrual or balance sheet adjustment and the related
liability is latter paid, or with respect to the same Tax
Amount.
AIG's rights under this Section 6.o. are not
assignable and shall not limit in any way any of AIG's other
rights or remedies under this Agreement or otherwise.
As long as any member of the AIG Group owns any
shares of Common Stock, on a fully diluted basis, then within
30 days of the end of each fiscal quarter (other than the final
fiscal quarters of each year), and within 90 days of the final
fiscal quarter of each fiscal year and with respect to the
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period from March 31, 1994 to December 31, 1994 (the "First
Period"), A&A shall deliver to AIG a certificate signed by its
chief financial officer and principal accounting officer as to
any Tax Amounts and Other Adjustments in such fiscal quarter
(or the First Period).
7. Standstill.
a. AIG hereby agrees that during the Standstill
Period (hereinafter defined) it will not, nor will it permit
any of its Affiliates (AIG together with its Affiliates being
hereinafter referred to as the "AIG Group") to, directly or
indirectly, unless in any such case specifically requested in
advance to do so by the Board of Directors of A&A:
(i) acquire, offer to acquire, or agree to
acquire by purchase, by joining a partnership, limited
partnership, syndicate or other "group" (as such term is
used in Section 13(d)(3) of the Exchange Act, hereinafter
referred to as "13D Group"), any securities of A&A
entitled to vote generally in the election of directors,
or securities convertible into or exercisable or
exchangeable for such securities (collectively,
"Restricted Securities") or any material portion of the
assets or businesses of A&A and its Subsidiaries;
provided, however, that
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nothing contained herein shall prohibit any member of the
AIG Group from acquiring any Restricted Securities (w)
upon conversion of convertible securities of A&A currently
owned by the AIG Group or acquired pursuant to this
Agreement or upon the exchange of Conversion Shares for
Common Stock of A&A as contemplated and permitted by the
Charter and Articles Supplementary, (x) as a result of a
stock split, stock dividend or similar recapitalization
by A&A, (y) upon the execution of unsolicited buy orders
by any member of the AIG Group which is a registered
broker-dealer for the bona fide accounts of its brokerage
customers unaffiliated and not acting in concert with any
member of the AIG Group, or (z) pursuant to the exercise of
any warrant, option or other right to acquire Restricted
Securities ("Rights"), which it receives directly from A&A
pursuant to a distribution to stockholders or from acquiring
such Rights directly from A&A; and provided, further, that
if during the Standstill Period, as a result of a business
combination transaction between A&A or an affiliate of A&A
and any other entity which is not an affiliate of any
member of the AIG Group (an "Other Entity"), any one or
more members of the AIG Group shall acquire beneficial
ownership (within the meaning of Rule
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13d-3 of the Exchange Act) of Restricted Securities in such
business combination, such members may continue to own
beneficially such Restricted Securities so acquired by such
members and such Restricted Securities shall continue to be
subject to the provisions of this Section;
(ii) participate in, or encourage, the formation
of any 13D Group which owns or seeks to acquire beneficial
ownership of, or otherwise acts in respect of, Restricted
Securities;
(iii) make, or in any way participate in,
directly or indirectly, any "solicitation" of "proxies"
(as such terms are defined or used in Regulation 14A under
the Exchange Act) or become a "participant" in any
"election contest" (as such terms are defined or used in
Rule 14a-11 under the Exchange Act) with respect to A&A,
or initiate, propose or otherwise solicit stockholders for
the approval of one or more stockholder proposals with
respect to A&A or induce or attempt to induce any other
person to initiate any stockholder proposal, provided,
however, that the limitation contained in this clause
(iii) shall not apply to any matter to be voted on by
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A&A's stockholders that is not initiated or proposed by
any member of the AIG Group or any affiliate thereof;
(iv) call or seek to have called any meeting of
the stockholders of A&A; or
(v) otherwise act, directly or indirectly,
alone or in concert with others, to seek to control the
management, Board of Directors, policies or affairs of
A&A, or solicit, propose, seek to effect or negotiate with
A&A or any other person with respect to any form of
business combination transaction with A&A or any affiliate
thereof (other than an Other Entity with respect to which
any member of the AIG Group or any affiliate thereof shall
have filed a Schedule 13D with the SEC with respect to any
class of equity securities of such Other Entity prior to
the public announcement of A&A's intent to consummate a
business transaction with such Other Entity), or any
restructuring, recapitalization or similar transaction
with respect to A&A or any affiliate thereof (except as
aforesaid), or solicit, make or propose or encourage or
negotiate with any other person with respect to, or
announce an intent to make, any tender offer or exchange
offer for any Restricted Securities (other than an
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exchange of Conversion Shares for Common Stock of A&A as
contemplated by the Charter and Articles Supplementary) or
disclose an intent, purpose, plan or proposal with respect
to A&A or any Restricted Securities inconsistent with the
provisions of this Section, including an intent, purpose,
plan or proposal that is conditioned on or would require
A&A to waive the benefit of, or amend, any provisions of
this Section, or assist, participate in, facilitate,
encourage or solicit any effort or attempt by any person
to do or seek to do any of the foregoing.
b. Nothing in this Section 7 shall preclude
members of the AIG Group, (i) from exercising the voting and
other rights granted to the Purchasers pursuant to this
Agreement, the Registration Rights Agreement, the Rights
Agreement, the Charter and the Articles Supplementary or
(ii) in the case of any proposed merger, sale of assets or
similar transaction which under the Charter and Articles
Supplementary requires a vote of the holders of Restricted
Securities and has been approved or recommended by the Board of
Directors of A&A, or in the case of a tender or exchange offer
made without encouragement by or the participation of AIG or
any of its affiliates (if the Board of Directors of A&A shall
have (A) recommended approval of such tender or exchange offer,
(B) not recommended,
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within 10 business days after the commencement of such tender or
exchange offer, that shareholders reject such tender or exchange
offer, or (C) amended the Rights Agreement or otherwise acted to
permit or in any way facilitate acquisition of shares under such
tender or exchange offer), from making an offer to the Board of
Directors of A&A, in respect of such transaction, upon terms more
favorable to A&A or its stockholders than those of the other
transaction, as proposed.
c. As used herein, the term "Standstill Period"
shall mean the period from the date of this Agreement until the
earlier to occur of:
(i) the date which is the eighth anniversary of
the Closing Date; or
(ii) the designation of any date as the
termination date of the Standstill Period by a majority of
the directors of A&A at a duly convened meeting thereof or
by all of the directors of A&A by written consent; or
(iii) A&A's material breach of any of its
obligations contained in the Registration Rights
Agreement; or
(iv) default in the payment of principal or
interest after the expiration of any grace periods
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applicable thereto with respect to indebtedness of A&A and
its Subsidiaries for money borrowed in the aggregate
amount of $15,000,000 or more; or
(v) A&A or any of its Subsidiaries shall
commence a voluntary case concerning itself under Title 11
of the United States Code entitled "Bankruptcy" as now or
hereafter in effect, or any successor thereto (the
"Bankruptcy Code"), which, in the case of a Subsidiary of
A&A, has had or would have a Material Adverse Effect; or
an involuntary case is commenced against A&A or any of its
Subsidiaries and the petition not controverted within 10
days, or is not dismissed within 60 days after
commencement of the case, which, in the case of a
Subsidiary of A&A, has had or would have a Material
Adverse Effect; or a custodian (as defined in the
Bankruptcy Code) is appointed for, or takes charge of, all
or any substantial part of the property of A&A or any of
its Subsidiaries, which, in the case of a Subsidiary of
A&A, has had or would have a Material Adverse Effect; or
A&A or any of its Subsidiaries commences any other
proceeding under any reorganization, arrangement,
adjustment of debt, relief of debtors, rehabilitation,
dissolution, insolvency or liquidation or similar law of
any jurisdiction, whether now or hereafter
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in effect, relating to A&A or such Subsidiary, or there is
commenced against A&A or any of its Subsidiaries any such
proceeding which remains undismissed for a period of 60 days,
which, in the case of a Subsidiary of A&A, has had or would
have a Material Adverse Effect; or A&A or any of its
Subsidiaries is adjudicated insolvent or bankrupt, which,
in the case of a Subsidiary of A&A, has had or would have
a Material Adverse Effect; or any order of relief or other
order approving any such case or proceeding is entered,
which, in the case of a Subsidiary of A&A, has had or
would have a Material Adverse Effect; or A&A or any of the
Subsidiaries suffers any appointment of any custodian or
the like for it or any substantial part of its property to
continue undischarged or unstayed for a period of 60 days,
which, in the case of a Subsidiary of A&A, has had or
would have a Material Adverse Effect; or A&A or any of its
Subsidiaries makes a general assignment for the benefit of
creditors, which, in the case of a Subsidiary of A&A, has
had or would have a Material Adverse Effect; or A&A shall
fail to pay, or shall state that it is unable to pay, or
shall be unable to pay, its debts, generally as they
become due, which, in the case of a Subsidiary of A&A, has
had or would have a Material Adverse Effect; or A&A or any
of its Subsidiaries shall call a meeting of its creditors
with a view to arranging a composition or adjustment of
its debts, which, in the case of a Subsidiary of A&A, has
had or would have a Material Adverse
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Effect; or A&A or any of its Subsidiaries shall by any
act or failure to act indicate its consent to, approval of
or acquiescence in any of the foregoing, which, in the case
of a Subsidiary of A&A, has had or would have a Material
Adverse Effect; or any corporate action is taken by A&A or
any of its Subsidiaries for the purpose of effecting any of
the foregoing, which, in the case of a Subsidiary of A&A,
has had or would have a Material Adverse Effect; or
(vi) without encouragement by or the
participation of AIG or any of its Affiliates, the
acquisition by any person or 13D Group (other than members
of the AIG Group or Affiliates thereof) of, the
commencement of a tender offer by such person or 13D Group
for, or the public announcement of an intention to
acquire, Restricted Securities which, if added to the
Restricted Securities (if any) already owned by such
person or 13D Group, would represent thirty-five percent
(35%) or more of the total voting power (including rights
to acquire voting power) of
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A&A's Restricted Securities, or the receipt by such person
or 13D Group of A&A's agreement or consent to make such
acquisition; provided that such a public announcement or
commencement of a tender offer shall end the Standstill
Period only if such person or 13D Group shall have received
A&A's agreement or consent to make such intended acquisition,
and such a tender offer shall terminate the Standstill Period
only if and when the Board of Directors of A&A shall have (A)
recommended approval of such tender offer, (B) not recommended,
within 10 business days after the commencement of such tender
offer, that shareholders reject such tender offer, or (C)
amended the Rights Agreement to permit acquisition of shares
under such tender offer; or
(vii) the date this Agreement is terminated in
accordance with Section 8 hereof.
8. Termination. Except for the obligations in
Section 12.b, this Agreement and the transactions contemplated
hereby shall terminate without any action by the parties hereto
if the Closing shall not have occurred on or before October 31,
1994 and may be terminated at any time prior to the Closing (i)
by a written instrument executed and delivered by A&A and AIG;
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(ii) by AIG upon any material breach or default by A&A under
this Agreement; or (iii) by A&A upon any material breach or
default by AIG under this Agreement.
9. Survival of Representations and Warranties. All
representations and warranties contained in this Agreement
shall survive the execution and delivery of this Agreement and
the delivery of the Shares for a period of three years from the
date of such delivery and any examination or investigation made
by any party to this Agreement or any of their successors and
assigns.
10. Performance; Waiver. The provisions of this
Agreement (including this Section 10) may be modified or
amended, and waivers and consents to the performance and
observance of the terms hereof may be given by written
instrument executed and delivered by A&A and (1) prior to the
Closing, by AIG and (2) after the Closing by the holder or
holders of a majority of the Conversion Shares, with the
holders of the Series B Stock for this purpose being deemed to
be the holders of that number of Conversion Shares into which
the Series B Stock of each holder are convertible. The failure
at any time to require performance of any provision hereof
shall in no way affect the full right to require such
performance at any time
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thereafter (unless performance thereof has been waived in
accordance with the terms hereof for all purposes and at all
times by the parties to whom the benefit of such performance
is to be rendered). The waiver by any party to this Agreement
of a breach of any provision hereof shall not be taken or held
to be a waiver of any succeeding breach of such provision or
any other provision or as a waiver of the provision itself.
11. Successors and Assigns. All covenants and
agreements contained in this Agreement by or on behalf of the
parties hereto shall bind, and inure the benefit of, the
respective successors and assigns of the parties hereto;
provided, however, that the rights granted to the parties
hereto may not be assigned (except to wholly-owned subsidiaries
of such parties) without the prior written consent of the other
parties. AIG may assign to one or more of its wholly-owned
subsidiaries its obligations as Purchaser hereunder in whole or
in part, but shall not be relieved of such obligations.
12. Miscellaneous.
a. Notices. All notices or other communications
given or made hereunder shall be validly given or made if in
writing and delivered by facsimile transmission or in person
at, or mailed by registered or certified mail, return receipt
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requested, postage prepaid, to, the following addresses (and
shall be deemed effective at the time of receipt thereof).
If to A&A:
Alexander & Alexander Services Inc.
1211 Avenue of the Americas
New York, New York 10036
Attention: Ronald J. Roessler, Esq.
Senior Vice President and
General Counsel
with a copy to:
Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
Attention: Meredith M. Brown, Esq.
If to AIG or any other Purchaser in care of AIG:
American International Group, Inc.
70 Pine Street
New York, New York 10270
Attention: Wayland M. Mead, Esq.
Acting General Counsel
with a copy to:
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
Attention: Immanuel Kohn, Esq.
or to such other address as the party to whom notice is to be
given may have previously furnished notice in writing to the
other in the manner set forth above.
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b. Expenses. Whether or not the Shares are sold or
this Agreement is terminated, A&A agrees to pay all reasonable
expenses (including reasonable attorneys fees and expenses)
incurred by the Purchasers in connection with the transactions
contemplated by this Agreement.
c. Governing Law. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE STATE AND FEDERAL COURTS IN THE STATE OF
NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT.
d. Severability; Interpretation. If any term,
provision, covenant or restriction of this Agreement is held by
a court of competent jurisdiction to be invalid, void or
unenforceable, each of A&A and AIG directs that such court
interpret and apply the remainder of this Agreement in the
manner which it determines most closely effectuates their
intent in entering into this Agreement, and in doing so
particularly take into account the relative importance of the
term, provision,
-88-
covenant or restriction being held invalid, void or unenforceable.
e. Headings. The index and section headings herein
are for convenience only and shall not affect the construction
hereof.
f. Entire Agreement. This Agreement embodies the
entire agreement between the parties relating to the subject
matter hereof and any and all prior oral or written agreements,
representations or warranties, contracts, understandings,
correspondence, conversations, and memoranda, whether written
or oral, between A&A and AIG, or between or among any agents,
representatives, parents, subsidiaries, affiliates,
predecessors in interest or successors in interest, with
respect to the subject matter hereof (including without
limitation the Confidentiality Agreement between A&A and AIG
dated May 6, 1994), are merged herein and replaced hereby,
except that paragraphs 1, 2, 3, 4, 8 and 9 of such
Confidentiality Agreement shall survive to the extent provided
in Section 6.k hereof and paragraph 5 of such Confidentiality
Agreement shall survive until the Closing Date.
g. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original
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and all of which together shall be deemed to be one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement.
ALEXANDER & ALEXANDER SERVICES
INC.
By: /s/ Robert E. Boni
Name: Robert E. Boni
Title: Chairman
AMERICAN INTERNATIONAL GROUP,
INC.
By: /s/ Edward E. Matthews
Name: Edward E. Matthews
Title: Vice Chairman-Finance
Dates Referenced Herein and Documents Incorporated by Reference
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