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
EX-99.D — Articles of Amendment of the Charter of the Co.
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EXHIBIT D
ARTICLES OF AMENDMENT
OF THE CHARTER OF
ALEXANDER & ALEXANDER SERVICES INC.
ALEXANDER & ALEXANDER SERVICES INC., a Maryland
corporation (the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland that:
FIRST, the charter of the Corporation (the "Charter")
is hereby amended as follows:
1. The first paragraph of Article SIXTH of the
Charter is hereby amended to read in its entirety as follows:
SIXTH: The total number of shares of stock
which the Corporation has authority to issue is
two hundred ninety-two million (292,000,000)
shares of five classes, consisting of two hundred
million (200,000,000) shares of Common Stock,
$1.00 par value per share; twenty-six million
(26,000,000) shares of Class A Common Stock,
$.00001 par value per share; eleven million
(11,000,000) shares of Class C Common Stock, $1.00
par value per share; forty million (40,000,000)
shares of Class D Common Stock, $1.00 par value
per share; and fifteen million (15,000,000) shares
of Preferred Stock, $1.00 par value per share.
The aggregate par value of all shares of all
classes of stock which the Corporation has
authority to issue is $266,000,260.
2. Section A.(e) of Article SIXTH of the Charter is
hereby amended to read in its entirety as follows:
(e) redeemable, in whole or in part, at the
option of the Corporation or of the holder or
both, in cash, bonds or other property, at such
price or prices, within such period or periods,
and under such conditions as the Board of
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Directors shall so provide, including provision
for the creation of a sinking fund for the
redemption thereof; and/or
3. A new Section J of Article SIXTH of the Charter
is hereby added to the Charter to read in its entirety as
follows:
J. Class D Common Stock. Except as
expressly provided by law or as set forth in this
Section J, shares of Class D Common Stock shall be
identical in all respects to the Common Stock,
including with respect to stock splits, stock
combinations, the right to receive dividends, or
with respect to distributions upon liquidation,
dissolution, winding up of the Corporation or
otherwise, without preference or distinction,
except that if any dividends in additional shares
of Common Stock are declared on the Common Stock a
like dividend in shares of Class D Common Stock
shall be authorized and declared on the Class D
Common Stock and if any such dividend or
distribution with respect to the Common Stock
includes securities that vote together with the
Common Stock ("Other Securities"), such securities
distributed with respect to shares of Class D
Common Stock shall be identical in all respects to
the Other Securities, except they shall not have
voting rights.
The holders of shares of Class D Common Stock
shall not have any voting rights except (i) to the
extent required by applicable law; (ii) an
amendment to or modification of, the Charter that
would adversely affect the holders of shares of
Class D Common Stock may only be adopted if such
amendment or modification has been approved by the
affirmative vote of the holders of at least two-
thirds of the outstanding shares of Class D Common
Stock, for purpose of which vote the holders of 8%
Series B Cumulative Convertible Preferred Stock
("Series B Stock") shall be deemed to be holders
of that number of shares of Class D Common Stock
into
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which such Series B Stock would then be
convertible; and (iii) upon and after a "change of
control" of the Corporation, in which event the
holders of shares of Class D Common Stock shall
have the right to vote on all matters submitted to
a vote to the stockholders of the Corporation as a
single class together with the Common Stock, the
Class A Common Stock, the Class C Common Stock and
the Series B Stock, provided that with respect to
any matter contemplated by subparagraph (ii)
above, such vote shall be a class vote as
specified by such subparagraph.
For purposes of the foregoing provision,
"change of control" means such time as (i) the
Corporation shall consent or agree to the
acquisition of, or the commencement of a tender
offer for, or the Board of Directors shall
recommend or, within 10 business days after the
commencement of the tender offer, not recommend
that shareholders' reject, a tender offer for,
"beneficial ownership" (as defined in Rule 13d-3
under the Exchange Act) by any "person" or "group"
(within the meaning of Sections 13(d) and 14(d)(2)
of the Securities Exchange Act of 1934, as amended
("the Exchange Act")) other than American
International Group, Inc. ("AIG") and its
affiliates or any transferee thereof, of
securities of the Corporation entitled to vote
generally in the election of directors, or
securities convertible into or exchangeable for
such securities (collectively, "Designated
Securities"), representing, when added to the
Designated Securities already owned by such person
or group, thirty-five percent (35%) or more of
such Designated Securities; (ii) the Corporation
shall amend, modify or supplement, or waive the
benefit of, the Rights Agreement between Alexander
& Alexander Services Inc. 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 August 21, 1992 and June 6, 1994 (the "Rights
Agreement"), so as to permit any acquisition of
beneficial ownership of thirty-five percent (35%)
or more of the Designated Securities without
causing a person or group (other than AIG and its
affiliates or any transferee thereof) to become an
Acquiring Person (as defined in the Rights
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Agreement) or without causing the Distribution
Date or the Shares Acquisition Date (each as
defined in the Rights Agreement) to occur or
without giving rise to a Section 11(a)(ii) Event
(as defined in the Rights Agreement); (iii) the
Corporation shall take any action under
Section 3-603(c) of the Maryland General
Corporation Law to exempt any transaction between
the Corporation and any of its subsidiaries, on
the one hand, and any person or group (other than
AIG and its affiliates or any transferee thereof),
or any affiliates of any such person or group, on
the other hand, who (A) acquire, own or hold
beneficial ownership of Designated Securities
representing thirty-five percent (35%) or more of
such Designated Securities from the provisions of
Title 3, Subtitle 6 of the Maryland General
Corporation Law or (B) acquire, own or hold
beneficial ownership of Designated Securities
representing ten percent (10%) or more of such
Designated Securities unless such other person or
group, or any affiliate of such person or group,
enters into a standstill agreement with the
Corporation limiting the acquisition of Designated
Securities by such other person or group, or any
affiliates of such person or group, to less than
35% of the Designated Securities and such
standstill agreement remains in full force and
effect; (iv) the Corporation shall issue, sell or
transfer, in one or a series of related
transactions, Designated Securities to any person
or group (other than AIG and its affiliates or any
transferee thereof) if after giving effect thereto
said person or group shall have, or shall have the
then contractual right to acquire through
conversion, exercise of warrants or otherwise,
more than thirty-five percent (35%) of the
combined voting power to vote generally in the
election of directors of the Corporation; or
(v) the Corporation shall agree to merge or
consolidate with or into any person, firm,
corporation or other legal entity (other than AIG
and its affiliates or any transferee thereof) or
shall agree to sell all or substantially all its
assets to any such person, firm, corporation or
other legal entity other than (i) a merger or
consolidation of one subsidiary of the Corporation
into another or the Corporation, or (ii) a merger
or consolidation
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in which the securities of the Corporation outstanding
before the merger or consolidation are not affected
and in which the Corporation issues equity securities
having an aggregate market value of less than 20% of
the total market value of the Corporation's equity
securities outstanding prior to such merger or
consolidation. "Affiliate" means, when used with
reference to any person, any other person directly or
indirectly controlling, controlled by, or under direct
or indirect common control with, the referent person or
such other person, as the case may be, or any person who
beneficially owns, directly or indirectly, 10% or more of
the voting equity interests of such person or warrants,
options or other rights to acquire or hold more than 10%
of any class of voting equity interests of such person.
For the purposes of this definition, "control" when used
with respect to any specified person means the power to
direct or cause the direction of management or policies of
such person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise;
and the terms "affiliated," "controlling" and "controlled"
have meanings correlative to the foregoing.
The holders of Class D Common Stock shall
have the right to exchange each share of Class D
Common Stock for one share of Common Stock, at any
time, provided that, other than upon and after a
change of control, no person shall be entitled to
acquire shares of Common Stock upon such exchange
if after giving effect thereto such person shall
have, or shall have the then contractual right to
acquire through conversion, exercise of warrants,
or otherwise, more than 9.9% of the combined
voting power of the Common Stock, Class A Common
Stock and Class C Common Stock then outstanding.
The Corporation shall not be required to
register any transfer of shares of Class D Common
Stock, except as follows:
(a) to any person which acquired shares of
Class D Common Stock on the original issuance of
Class D Common Stock by the Corporation (a
"Purchaser");
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(b) to the ultimate parent corporation of
any Purchaser (an "Approved Parent") or any
wholly-owned direct or indirect subsidiary of any
Approved Parent (a "Controlled Subsidiary");
(c) in a transfer (otherwise than to a
Purchaser, an Approved Parent or a Controlled
Subsidiary) pursuant to Rule 144 under the
Securities Act of 1933, as amended (the
"Securities Act"), or a successor provision;
(d) in a private sale (otherwise than to a
Purchaser, an Approved Parent or a Controlled
Subsidiary), provided that, other than upon and
after a change of control, the transferor shall
not knowingly sell to any single person or group
of persons acting in concert a number of shares of
Class D Common Stock which, if exchanged for
Common Stock, when added to other securities owned
by such person or group and to securities that
such person or group has the right to acquire by
conversion, exercise of warrants, or otherwise,
would cause such person or group to own or to have
the right to acquire more than 9.9% of the
combined voting power of the shares of Common
Stock, Class A Common Stock and Class C Common
Stock then outstanding (for purposes of this
clause (d) "not knowingly" shall mean the absence
of actual knowledge and of knowledge that would
have then been available from a review of filings
as to the Corporation under section 13 of the
Securities Exchange Act of 1934, as amended, plus
the receipt of a representation from the buyer(s)
to the foregoing effect); and
(e) in the event that shares of Series B
Stock and/or Common Stock exchangeable for shares
of Class D Common Stock are to be offered in any
bona fide public offering registered under the
Securities Act, the Corporation shall provide:
(i) in the event that shares of Series B Stock are
offered publicly, for the conversion of such
shares of Series B Stock into Common Stock at the
election of the holders of shares of Series B
Stock; and (ii) in the event that shares of Common
Stock are offered publicly, for the exchange of
the shares of Class D Common Stock for shares of
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Common Stock at the election of the holders of
shares of Class D Common Stock; in each case so
that such offerings can be made without
restriction.
In connection with any sale or transfer
of shares of Class D Common Stock in accordance
with clauses (c) or (d) above, the Corporation
shall issue one share of Common Stock in exchange
for each share of Class D Common Stock to be so
sold or transferred, provided that in no event,
other than upon and after a change of control,
shall the number of shares of Common Stock issued
to such purchaser or transferee cause the combined
voting power of the shares of Common Stock, Class
A Common Stock and Class C Common Stock held by
such purchaser or transferee to exceed 9.9% of the
combined voting power of all such shares then
outstanding.
Any holder of shares of Class D Common
Stock desiring to exchange such shares for Common
Stock shall surrender the certificate or
certificates representing such shares of Class D
Common Stock at the office of the transfer agent
for the Class D Common Stock, which certificate or
certificates, if the Corporation shall so require,
shall be duly endorsed to the Corporation or in
blank, or accompanied by proper instruments of
transfer to the Corporation or in blank,
accompanied by irrevocable written notice to the
Corporation that the holder elects so to exchange
such shares of Class D Common Stock and specifying
the name or names (with address or addresses) in
which a certificate or certificates representing
shares of Common Stock are to be issued.
The Corporation shall, as soon as
practicable after such deposit of certificates
representing shares of Class D Common Stock
accompanied by the written notice and compliance
with any other conditions herein contained,
deliver at such office of such transfer agent to
the person for whose account such shares of Class
D Common Stock were so surrendered or to the
nominee or nominees of such person, certificates
representing the number of full shares of Common
Stock to which such
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person shall be entitled as aforesaid. Such exchange
shall be deemed to have been made as of the date of
such surrender of the shares of Class D Common Stock
to be exchanged, and the person or persons entitled to
receive the shares of Common Stock deliverable upon
exchange of such shares of Class D Common Stock shall
be treated for all purposes as the record holder or
holders of such Common Stock on such date.
The transfer agent for the Class D
Common Stock and the transfer agent and registrar
for the Common Stock shall not be required to
accept for registration of transfer a certificate
representing any shares of Class D Common Stock or
Common Stock bearing a restrictive legend
affecting transfer, except upon presentation of
satisfactory evidence that the restrictions on
transfer of the Class D Common Stock and Common
Stock referred to in such legend have been
complied with, all in accordance with such
reasonable regulations as the Corporation may from
time to time agree with the transfer agent for the
Class D Common Stock and the transfer agent and
registrar for the Common Stock.
The Corporation shall at all times
reserve and keep available, out of its authorized
and unissued stock, such number of shares of its
Common Stock, free of preemptive rights, as shall
from time to time be sufficient to effect the
exchange of all shares of Class D Common Stock.
The Corporation shall from time to time, in
accordance with the laws of the State of Maryland,
increase the number of authorized shares of Common
Stock if at any time the number of authorized and
unissued shares of Common Stock shall not be
sufficient to permit the exchange of all the then
outstanding shares of Class D Common Stock.
If any shares of Common Stock required
to be reserved for purposes of exchange of the
Class D Common Stock hereunder require
registration with or approval of any governmental
authority under any Federal or State law before
such shares may be issued upon conversion, the
Corporation will in good faith and as
expeditiously as
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possible endeavor to cause such shares to be duly
registered or approved, as the case may be. If
the Common Stock is listed on the New York Stock
Exchange or any other national securities exchange,
the Corporation will, if permitted by the rules of
such exchange, list and keep listed on such exchange,
upon official notice of issuance, all shares of Common
Stock issuable upon exchange of the Class D Common
Stock.
The Corporation shall pay any and all
issue or other taxes that may be payable in
respect of any issue or delivery of shares of
Common Stock on exchange of shares of Class D
Common Stock. The Corporation shall not, however,
be required to pay any tax which may be payable in
respect of any transfer involved in the issue or
delivery of Common Stock (or other securities or
assets) in a name other than that in which the
shares of Class D Common Stock so exchanged were
registered, and no such issue or delivery shall be
made unless and until the person requesting such
issue has paid to the Corporation the amount of
such tax or has established, to the satisfaction
of the Corporation, that such tax has been paid.
Whenever possible, each provision hereof
shall be interpreted in a manner as to be
effective and valid under applicable law, but if
any provision hereof is held to be prohibited by
or invalid under applicable law, such provision
shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating or
otherwise adversely affecting the remaining
provisions hereof. If a court of competent
jurisdiction should determine that a provision
hereof would be valid or enforceable if a period
of time were extended or shortened or a particular
percentage were increased or decreased, then such
court may make such change as shall be necessary
to render the provision in question effective and
valid under applicable law.
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4. Section (b) of Article SEVENTH of the Charter is
hereby deleted in its entirety and Sections (c) and (d) thereof
are relettered (b) and (c), respectively.
SECOND, the Board of Directors of the Corporation
duly adopted resolutions which set forth the foregoing
amendments of the Charter, declaring that the said amendments
to the Charter as proposed were advisable and directed that
they be submitted for action thereon by the stockholders of the
Corporation at a meeting to be held on July 15, 1994.
THIRD, notice setting forth the said amendments of
the Charter and stating that a purpose of the meeting of the
stockholders would be to take action thereon, was given, as
required by law, to all stockholders entitled to vote thereon.
The amendments of the Charter as hereinabove set forth were
approved by the stockholders of the Corporation at said meeting
by the affirmative vote of a majority of all of the votes
entitled to be cast thereon.
FOURTH, the information required to be provided under
subsection (b)(2)(i) of Section 2-607 of the Maryland General
Corporation Law with respect to the Common Stock, the Class A
Common Stock, the Class C Common Stock and the Preferred Stock
of the Corporation has not, except as to the number of
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authorized shares of Common Stock and Preferred Stock (which
have been increased pursuant to Article FIRST of these Articles
of Amendment), been changed by these Articles of Amendment and
remains as set forth in Article SIXTH of the Charter, which
Article SIXTH, as amended, is incorporated herein in its
entirety.
FIFTH, the total number of shares of stock which the
Corporation had authority to issue immediately prior to this
amendment was eighty-eight million five hundred thousand
(88,500,000) shares of four classes, consisting of sixty
million (60,000,000) shares of Common Stock, $1.00 par value
per share; thirteen million (13,000,000) shares of Class A
Common Stock, $.00001 par value per share; five million five
hundred thousand (5,500,000) shares of Class C Common Stock,
$1.00 par value per share; and ten million (10,000,000) shares
of Preferred Stock, $1.00 par value per share. The aggregate
par value of all shares of all classes of capital stock which
the Corporation had authority to issue was $75,500,130.
SIXTH, the total number of shares of stock which the
Corporation has authority to issue, pursuant to the Charter of
the Corporation as hereby amended, is two hundred ninety-two
million (292,000,000) shares of five classes, consisting of two
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hundred million (200,000,000) shares of Common Stock, $1.00 par
value per share; twenty-six million (26,000,000) shares of
Class A Common Stock, $.00001 par value per share; eleven
million (11,000,000) shares of Class C Common Stock, $1.00 par
value per share; forty million (40,000,000) shares of Class D
Common Stock, $1.00 par value per share; and fifteen million
(15,000,000) shares of Preferred Stock, $1.00 par value per
share. The aggregate par value of all shares of all classes of
stock which the Corporation has the authority to issue is
$266,000,260.
SEVENTH, the undersigned Vice President of the
Corporation acknowledges these Articles of Amendment to be the
corporate act of the Corporation and as to all matters and
facts required to be verified under oath, the undersigned Vice
President acknowledges that to the best of his knowledge,
information and belief, these matters and facts are true in all
material respects and that this statement is made under the
penalties for perjury.
IN WITNESS WHEREOF, ALEXANDER & ALEXANDER SERVICES
INC. has caused these presents to be signed in its name and on
its behalf by its Vice President and its corporate seal to be
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hereunto affixed and attested by its Assistant Secretary on
this 15th day of July, 1994.
ALEXANDER & ALEXANDER
SERVICES INC.
By: /s/ R.A. Kershaw
Name: R.A. Kershaw
Vice President & Treasurer
ATTEST: Alice L. Russell
Name: Alice L. Russell
Assistant Secretary
Dates Referenced Herein and Documents Incorporated by Reference
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