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  29, 2010

 
Aon Corporation
(Exact Name of Registrant as Specified in Charter)

Delaware	 	1-7933	 	36-3051915	
(State or Other Jurisdiction
of Incorporation)	 	(Commission File Number)	 	(IRS Employer
Identification No.)	

200 East Randolph Street, Chicago, Illinois
 (Address of Principal Executive Offices)	 	60601
 (Zip Code)	
 
Registrant’s 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):
 
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 8.01. Other Events.
 
As previously disclosed, on July 11, 2010, Aon Corporation (“Aon”), Hewitt Associates, Inc., a Delaware corporation (“Hewitt”), Alps Merger Corp., a Delaware corporation and wholly owned subsidiary of Aon, and Alps Merger LLC, a Delaware limited liability company and wholly owned subsidiary of Aon, entered into an Agreement and Plan of Merger (the “Merger Agreement”), providing for the merger of Hewitt with Alps Merger Corp. (the “Merger”).
 
On September 30, 2010, Aon and Hewitt issued a joint press release announcing the preliminary results of the elections received from Hewitt’s stockholders regarding their preferences as to the form of merger consideration they will receive in connection with the Merger.  As previously announced, the deadline for Hewitt stockholders to have delivered their merger consideration elections in connection with the Merger was 5:00 p.m., New York time, on September 29, 2010 (the “Election Deadline”).  The election results are summarized below.
 
Of the 93,319,596 shares of Hewitt common stock outstanding as of September 29, 2010, holders of:
 
8,037,727 shares, or approximately 8.61% of outstanding shares of Hewitt common stock, elected to receive cash;
 
43,792,816 shares, or approximately 46.93% of outstanding shares of Hewitt common stock, elected to receive Aon common stock;
 
27,955,095 shares, or approximately 29.96% of outstanding shares of Hewitt common stock, elected to receive the mixed consideration consisting of $25.61 in cash and 0.6362 shares of Aon common stock; and
 
13,533,958  shares, or approximately 14.50% of outstanding shares of Hewitt common stock, did not make a valid election or did not deliver a valid election form prior to the Election Deadline and, therefore, will be deemed to have elected to receive the mixed consideration consisting of $25.61 in cash and 0.6362 shares of Aon common stock.
 
The elections with respect to 359,103 of the foregoing shares electing to receive cash, 6,653,391 of the foregoing shares electing to receive Aon common stock, and 384,379 of the foregoing shares electing to receive mixed consideration of $25.61 in cash and 0.6362 shares of Aon common stock were made pursuant to the notice of guaranteed delivery procedure, which requires the delivery of Hewitt shares to Computershare Trust Company, N.A., the exchange agent for the Merger, by 5:00 p.m., New York time, on October 1, 2010.  If the exchange agent does not receive the required share certificates or book-entry transfer of shares by this guaranteed delivery deadline, the Hewitt shares subject to such election will be treated as shares that have made a mixed election.
 
After the final results of the election process are determined, the final allocation of the merger consideration will be computed pursuant to the terms of the Merger Agreement.
 
The joint press release is attached to this report as Exhibit 99.1 and is incorporated by reference herein.
 
Item 9.01.         Financial Statements and Exhibits.

Exhibit
Number	 	Description	
 	 	 	
99.1	 	Joint Press release of Aon and Hewitt issued on September 30, 2010.	
 
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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 30, 2010	Aon Corporation	
 	 	 	
 	By:	/s/ Ram Padmanabhan	
 	 	Ram Padmanabhan	
 	 	Vice President and Chief Counsel — Corporate	
 
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EXHIBIT INDEX

Exhibit
Number	 	Description	
 	 	 	
99.1	 	Joint Press release of Aon and Hewitt issued on September 30, 2010.	
 
4 

Exhibit 99.1

	 		
 
For immediate release
 
Aon and Hewitt Announce Preliminary Stockholder Election Results in Connection with Proposed Merger
 
CHICAGO, September 30 — Aon Corporation (NYSE: AON) and Hewitt Associates, Inc. (NYSE: HEW) announced today the preliminary results of the elections received from Hewitt stockholders regarding their preferences as to the form of merger consideration they will receive in connection with the proposed merger of Hewitt with a wholly owned subsidiary of Aon pursuant to the terms of the Agreement and Plan of Merger, dated as of July 11, 2010, between Aon, two wholly owned subsidiaries of Aon and Hewitt (the “Merger Agreement”).  As previously announced, the deadline for Hewitt stockholders to have delivered merger consideration elections in connection with the proposed merger was 5:00 p.m., New York time, on September 29, 2010.
 
Of the 93,319,596 shares of Hewitt common stock outstanding as of September 29, 2010, holders of:
 
·                   8,037,727 shares, or approximately 8.61% of outstanding shares, elected to receive cash;
 
·                   43,792,816 shares, or approximately 46.93% of outstanding shares, elected to receive Aon common stock;
 
·                   27,955,095 shares, or approximately 29.96% of outstanding shares, elected to receive the mixed consideration consisting of $25.61 in cash and 0.6362 shares of Aon common stock; and
 
·                   13,533,958 shares, or approximately 14.50% of outstanding shares, did not make a valid election or did not deliver a valid election form prior to the election deadline and, therefore, will be deemed to have elected to receive the mixed consideration consisting of $25.61 in cash and 0.6362 shares of Aon common stock.
 
The elections with respect to 359,103 of the foregoing shares electing to receive cash, 6,653,391 of the foregoing shares electing to receive Aon common stock, and 384,379 of the foregoing shares electing to receive mixed consideration of $25.61 in cash and 0.6362 shares of Aon common stock were made pursuant to the notice of guaranteed delivery procedure, which requires the delivery of Hewitt shares to Computershare Trust Company, N.A., the exchange agent for the merger, by 5:00 p.m., New York time, on October 1, 2010.  If the exchange agent does not receive the required share certificates or book-entry transfer of shares by this guaranteed delivery deadline, the Hewitt shares subject to such election will be treated as shares that have made a mixed election.
 
After the final results of the election process are determined, the final allocation of the merger consideration will be computed pursuant to the terms of the Merger Agreement.  Elections made by Hewitt stockholders to receive all cash or all Aon common stock consideration are subject to automatic proration and adjustment, as applicable, to ensure that the total amount of cash paid and the total number of shares of Aon common stock issued by Aon in the merger each represents approximately 50% of the aggregate merger consideration, as described in the Merger Agreement and in the definitive joint proxy statement/prospectus provided to Aon and
 
1 

 
Hewitt stockholders in connection with the special meetings of Aon stockholders and Hewitt stockholders held on September 20, 2010.
 
As previously announced, Aon and Hewitt currently anticipate completing the proposed merger transaction on or about October 1, 2010. The proposed merger transaction remains subject to the satisfaction of customary closing conditions.
 
About Hewitt Associates
 Hewitt Associates (NYSE: HEW) provides leading organizations around the world with expert human resources consulting and outsourcing solutions to help them anticipate and solve their most complex benefits, talent, and related financial challenges.  Hewitt works with companies to design, implement, communicate, and administer a wide range of human resources, retirement, investment management, health care, compensation, and talent management strategies.  With a history of exceptional client service since 1940, Hewitt has offices in more than 30 countries and employs approximately 23,000 associates who are helping make the world a better place to work.  For more information, please visit http://www.hewitt.com.
 
About Aon 
Aon Corporation (NYSE: AON) is the leading global provider of risk management services, insurance and reinsurance brokerage, and human capital consulting.  Through its more than 36,000 associates worldwide, Aon readily delivers distinctive client value via innovative and effective risk management and workforce productivity solutions.  Aon’s industry-leading global resources and technical expertise are delivered locally through more than 500 offices in more than 120 countries.  Named the world’s best broker by Euromoney magazine’s 2008 and 2009 Insurance Survey, Aon also ranked highest on Business Insurance’s listing of the world’s largest insurance brokers based on commercial retail, wholesale, reinsurance and personal lines brokerage revenues in 2008 and 2009. A.M. Best deemed Aon the number one insurance broker based on brokerage revenues in 2007, 2008, and 2009, and Aon was voted best insurance intermediary, best reinsurance intermediary and best employee benefits consulting firm in 2007, 2008 and 2009 by the readers of Business Insurance.  For more information on Aon, log onto www.aon.com.
 
Cautionary Statement
 This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.
 
Safe Harbor Statement 
This communication contains certain statements related to future results, or states our intentions, beliefs and expectations or predictions for the future which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. Potential factors that could impact results include: the possibility that the expected efficiencies and cost savings from the proposed transaction will not be realized, or will not be realized within the expected time period; the risk that the Aon and Hewitt businesses will not be integrated successfully; disruption from the proposed transaction making it more difficult to maintain business and operational relationships; the possibility that the proposed transaction does not close, including, but not limited to, due to the failure to satisfy the closing conditions; general economic conditions in different countries in which Aon and Hewitt do business around the world; changes in global equity and fixed income markets that could affect the return on invested assets; fluctuations in exchange and interest rates that could influence revenue and expense; rating agency actions that could affect Aon’s ability to borrow funds; funding of Aon’s various pension plans; changes in the competitive environment; changes in commercial property and casualty markets and commercial premium rates that could impact revenues; the outcome of inquiries from regulators and investigations related to compliance with the U.S. Foreign Corrupt Practices Act and non-U.S. anti-corruption laws; the impact of investigations brought by U.S. state attorneys general, U.S. state insurance regulators, U.S. federal prosecutors, U.S. federal regulators, and regulatory authorities in the U.K. and other countries; the impact of class actions and individual lawsuits including client class actions, securities class actions, derivative actions and ERISA class actions; the cost of resolution of other contingent liabilities and loss contingencies; and the ability to realize the anticipated benefits to Aon of the Benfield merger.  Further information concerning Aon, Hewitt, and their business, including factors that potentially could materially affect Aon’s and Hewitt’s financial results, is contained in Aon’s and Hewitt’s filings with the Securities and Exchange Commission (the “SEC”).  See Aon’s and Hewitt’s Annual Reports on Form 10-K and Annual Reports to Stockholders for the fiscal years ended December 31, 2009 and September 30, 2009, respectively, and other public filings with the SEC for a further discussion of these and other risks and uncertainties applicable to our businesses. Neither Aon nor Hewitt undertakes, and each of them expressly disclaims, any duty to update any forward-looking statement whether as a result of new information, future events or changes in their respective expectations, except as required by law.

 

Investor Contact:	 	Media Contact:	
Scott Malchow	 	David Prosperi	
Aon Corporation	 	Aon Corporation	
Vice President, Investor Relations	 	Vice President, Global Public Relations	
312-381-3983	 	312-381-2485	
 	 	 	
Investor Contact:	 	Media Contact:	
Sean McHugh	 	Maurissa Kanter	
Hewitt Associates	 	Hewitt Associates	
Vice President, Investor Relations	 	Director, Public Relations	
847-442-4176	 	847-442-0952