- Filing of certain prospectuses and communications in connection with business combination transactions (425)
September 10 2010 - 5:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of
earliest event reported):
September 7, 2010
Aon Corporation
(Exact name of registrant as
specified in its Charter)
Delaware
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1-7933
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36-3051915
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(State or other
jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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200 East
Randolph Street, Chicago, Illinois
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60601
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(Address of Principal
Executive Offices)
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(Zip Code)
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Registrants telephone
number, including area code:
(312) 381-1000
Not Applicable
(Former Name or Former
Address, if Changed Since Last Report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
x
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01
Other Events
On
September 7, 2010, Aon Corporation (the Company) entered into an Underwriting
Agreement (the Underwriting Agreement) with Credit Suisse Securities (USA)
LLC, Morgan Stanley & Co. Incorporated, Banc of America Securities LLC,
Deutsche Bank Securities Inc. and RBS Securities Inc., as Representatives of
the several Underwriters named therein, with respect to the offering and sale
by the Company of $600,000,000 aggregate principal amount of its 3.50% Senior
Notes due 2015 (the 2015 Notes), $600,000,000 aggregate principal amount of
its 5.00% Senior Notes due 2020 (the 2020 Notes) and $300,000,000 aggregate
principal amount of its 6.25% Senior Notes due 2040 (the 2040 Notes and,
together with the 2015 and 2020 Notes, the Notes) under the Companys
Registration Statement on Form S-3 (Registration No. 333-159841). The Notes
were issued pursuant to an Indenture, dated as of September 10, 2010, between
the Company and The Bank of New York Mellon Trust Company, National
Association, as trustee (the Trustee) (the Indenture).
The
net proceeds from the sale of the Notes have been deposited into an escrow
account pursuant to the Escrow Agreement, dated as of September 10, 2010, among
the Company, the Trustee and The Bank of New York Mellon Trust Company,
National Association, as escrow agent (the Escrow Agreement). The net
proceeds of the Notes are to be held in the escrow pending consummation of the
Companys merger with Hewitt Associates, Inc. (Hewitt) pursuant to the
Agreement and Plan of Merger, dated July 11, 2010, among the Company, Alps
Merger Corp., Alps Merger LLC and Hewitt (the Merger Agreement). In the event that, for any reason, (i) the
Company does not consummate the merger with Hewitt on or prior to March 31,
2011 or (ii) the Merger Agreement is terminated at any time prior thereto, then
the Company will redeem all of the Notes on the Special Mandatory Redemption
Date (as defined below) at a redemption price equal to 101% of the aggregate
principal amount of the Notes, plus accrued and unpaid interest from the later
of the date of initial issuance or the most recent date to which interest has
been paid or duly provided for, whichever is later, to but excluding the
Special Mandatory Redemption Date (subject to the right of holders of record on
the relevant record date to receive interest due on the relevant interest
payment date). Special Mandatory
Redemption Date means the earlier to occur of (1) April 30, 2011, if the merger
has not been completed on or prior to March 31, 2011, or (2) the 30
th
day (or if such day is not a business day, the
first business day thereafter) following the termination of the Merger
Agreement for any reason.
The
Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form
8-K and is incorporated herein by reference. The Indenture is filed as Exhibit
4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The forms of note for each of the 2015 Notes, 2020 Notes and 2040 Notes are
filed as Exhibits 4.2, 4.3 and 4.4, respectively, to this Current Report on
Form 8-K, and are incorporated herein by reference. The Escrow Agreement is
filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
In
connection with the issuance of the Notes, Sidley Austin LLP is filing the
legal opinions attached to this Current
Report on Form 8-K as Exhibits 5.1 and 8.1.
On
September 7, 2010, the Company issued a press release announcing its
agreement to sell the Notes. A copy of the press release is attached
hereto as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits.
Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated as
of September 7, 2010, by and among the Company, Credit Suisse Securities
(USA) LLC, Morgan Stanley & Co. Incorporated, Banc of America Securities
LLC, Deutsche Bank Securities Inc. and RBS Securities Inc., as
Representatives of the several Underwriters named therein.
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4.1
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Indenture, dated as of September
10, 2010, between the Company and The Bank of New York Mellon Trust Company,
National Association, as trustee.
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4.2
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Form
of 3.50% Senior Note due 2015.
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2
4.3
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Form
of 5.00% Senior Note due 2020.
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4.4
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Form
of 6.25% Senior Note due 2040.
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5.1
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Opinion
of Sidley Austin LLP relating to
the Notes.
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8.1
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Tax
opinion of Sidley Austin LLP.
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23.1
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Consent
of Sidley Austin LLP (included in Exhibit 5.1 and Exhibit 8.1).
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99.1
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Escrow
Agreement, dated as of September 10, 2010, among the Company, the Trustee and
The Bank of New York Mellon Trust Company, National Association, as escrow
agent.
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99.2
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Press
release dated, September 7, 2010, relating to the offering of the Notes.
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3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: September 10, 2010
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Aon Corporation
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By:
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/s/ Ram Padmanabhan
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Ram Padmanabhan
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Vice President and Chief
Counsel Corporate
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4
EXHIBIT INDEX
Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated as
of September 7, 2010, by and among the Company, Credit Suisse Securities
(USA) LLC, Morgan Stanley & Co. Incorporated, Banc of America Securities
LLC, Deutsche Bank Securities Inc. and RBS Securities Inc., as Representatives
of the several Underwriters named therein.
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4.1
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Indenture, dated as of September
10, 2010, between the Company and The Bank of New York Mellon Trust Company,
National Association, as trustee.
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4.2
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Form
of 3.50% Senior Note due 2015.
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4.3
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Form
of 5.00% Senior Note due 2020.
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4.4
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Form
of 6.25% Senior Note due 2040.
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5.1
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Opinion
of Sidley Austin LLP relating to the Notes.
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8.1
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Tax
opinion of Sidley Austin LLP.
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23.1
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Consent
of Sidley Austin LLP (included in Exhibit 5.1 and Exhibit 8.1).
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99.1
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Escrow
Agreement, dated as of September 10, 2010, among the Company, the Trustee and
The Bank of New York Mellon Trust Company, National Association, as escrow
agent.
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99.2
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Press
release dated, September 7, 2010, relating to the offering of the Notes.
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5
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