Aon Corp - Current report filing (8-K)
07 Aprile 2008 - 10:05PM
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):
April 1, 2008
Aon
Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-7933
|
|
36-3051915
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
200 East Randolph Street
Chicago, Illinois 60601
(Address of principal executive offices) (zip code)
(312) 381-1000
(Registrants telephone number, including area code)
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):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
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
2.01. Completion of Acquisition or
Disposition of Assets.
On April 1, 2008, Aon Corporation (Aon)
consummated the previously announced sale of 100% of the issued and outstanding
capital stock of Combined Insurance Company of America (CICA) to ACE Limited
(ACE). CICA is a provider of
Supplemental Accident & Health and Life insurance products targeted
primarily to middle-income consumers in North America, Europe and Asia. The consideration received from ACE at the
closing consisted of $2,400,000,000 in cash, plus an additional $161,000,000 in
cash based on Aons preliminary calculation of CICAs net worth as of the
closing. Pursuant to the terms of the
previously disclosed Stock Purchase Agreement, dated as of December 14,
2007, between Aon and ACE (the CICA Purchase Agreement), the final purchase
price is subject to a post-closing adjustment based upon the net worth of CICA
as of the closing compared to a target level of $1,174,000,000. Immediately prior to the consummation of the
transactions contemplated by the CICA Purchase Agreement, Aon caused CICA to
pay a one-time dividend of $325,000,000 to Aon consisting of (1) cash, and
(2) certain non-cash financial assets (collectively, the Special
Dividend).
On April 1, 2008, Aon also consummated the
previously announced sale of 100% of the issued and outstanding capital stock
of Sterling Life Insurance Company, a wholly owned subsidiary of CICA
(Sterling), and Olympic Health Management Systems, Inc., an indirect,
wholly owned subsidiary of Aon (Olympic), to Munich-American Holding
Corporation (Munich). Sterling is a
provider of private Medicare-related insurance products targeted specifically
to the U.S. Senior market. Olympic
serves as the third party administrator principally for the Sterling
business. The consideration received
from Munich at the closing consisted of $352,000,000 in cash. Pursuant to the terms of the previously
disclosed Stock Purchase Agreement, dated as of December 14, 2007, between
Aon and Munich (the Sterling Purchase Agreement), the final purchase price is
subject to a post-closing adjustment based upon the net worth of Sterling and
Olympic as of the closing compared to a target level of $202,000,000.
The descriptions of the CICA Purchase Agreement and
Sterling Purchase Agreement contained in this Current Report on Form 8-K
are qualified in their entirety by reference to the text of the CICA Purchase
Agreement and Sterling Purchase Agreement, respectively, which are incorporated
by reference herein from Exhibits 2.4 and 2.5 to Aons Annual Report on Form 10-K
filed on February 28, 2008.
On April 1,
2008, Aon issued a press release announcing the closing of the sales
contemplated by the CICA Purchase Agreement and the Sterling Purchase Agreement
and the payment of the Special Dividend (the Press Release). A copy of the Press Release is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits.
(b) Pro
Forma Financial Information.
The following unaudited, pro forma condensed
consolidated financial statements are based on the historical financial
statements of Aon and are adjusted to give effect to the April 1, 2008
sale of CICA, Sterling and Olympic. No adjustments are necessary to reflect the
payment of the Special Dividend in these pro forma condensed consolidated
financial statements as the Special Dividend was not reclassified to Assets
held for sale in the financial statements and related notes included in Aons
Annual Report on Form 10-K for the year ended December 31, 2007. The pro forma consolidated balance sheet as
of December 31, 2007 is presented as if the disposition of CICA, Sterling
and Olympic had occurred on December 31, 2007. The pro forma statement of income for the
year ended December 31, 2007 is presented as if the disposition of CICA,
Sterling and Olympic had occurred on January 1, 2007. The pro forma information does not purport to
present the financial position or results of operations of Aon had the
transactions and events assumed therein occurred on the dates specified, nor
are they necessarily indicative of the results of operations in the
future. The pro forma financial
information is based on certain assumptions and adjustments described in the
Notes to Pro Forma Financial Information and should be read in conjunction
therewith and with the financial statements and related notes included in Aons
Annual Report on Form 10-K for the year ended December 31, 2007.
2
The unaudited pro forma condensed consolidated
financial statements of Aon are filed as Exhibit 99.2 hereto and
incorporated by reference herein.
(d) Exhibits.
Exhibit
Number
|
|
Description of Exhibit
|
2.1
|
|
Stock Purchase Agreement, dated as of
December 14, 2008, between Aon Corporation and ACE Limited (incorporated
by reference to Exhibit 2.4 of Aon Corporations Annual Report on
Form 10-K filed on February 28, 2008).*
|
|
|
|
2.2
|
|
Stock Purchase
Agreement, dated as of December 14, 2008, between Aon Corporation and
Munich-American Holding Corporation (incorporated by reference to
Exhibit 2.5 of Aon Corporations Annual Report on Form 10-K filed
on February 28, 2008).*
|
|
|
|
99.1
|
|
Press Release issued by Aon Corporation on
April 1, 2008.
|
|
|
|
99.2
|
|
Unaudited Pro Forma Condensed Consolidated Financial
Statements of Aon Corporation.
|
|
|
|
* The exhibits and
schedules to the Purchase Agreement have been omitted from this filing pursuant
to Item 601(b)(2) of Regulation S-K.
The registrant will furnish copies of any exhibits or schedules to the
Securities and Exchange Commission upon request.
3
SIGNATURE
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.
|
AON CORPORATION
|
|
|
|
|
|
|
|
By:
|
/s/ Christa
Davies
|
|
Name:
|
Christa Davies
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
|
|
Date: April 7, 2008
|
|
|
|
|
|
|
4
EXHIBIT INDEX
Exhibit
Number
|
|
Description of Exhibit
|
2.1
|
|
Stock Purchase Agreement, dated as of
December 14, 2008, between Aon Corporation and ACE Limited (incorporated
by reference to Exhibit 2.4 of Aon Corporations Annual Report on
Form 10-K filed on February 28, 2008).*
|
|
|
|
2.2
|
|
Stock Purchase
Agreement, dated as of December 14, 2008, between Aon Corporation and
Munich-American Holding Corporation (incorporated by reference to
Exhibit 2.5 of Aon Corporations Annual Report on Form 10-K filed
on February 28, 2008).*
|
|
|
|
99.1
|
|
Press Release issued by Aon Corporation on
April 1, 2008.
|
|
|
|
99.2
|
|
Unaudited Pro Forma Condensed Consolidated Financial
Statements of Aon Corporation.
|
|
|
|
* The
exhibits and schedules to the Purchase Agreement have been omitted from this
filing pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any
exhibits or schedules to the Securities and Exchange Commission upon request.
5
Grafico Azioni AON (NYSE:AOC)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni AON (NYSE:AOC)
Storico
Da Lug 2023 a Lug 2024