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 24, 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, providing for the merger of Hewitt with Alps Merger Corp. (the “Merger”).
 
On September 24, 2010, Aon and Hewitt issued a joint press release to announce that they currently anticipate completing the Merger on or about October 1, 2010.  The Merger remains subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals.  In addition, Aon and Hewitt announced in the joint press release that the election deadline for Computershare Trust Company, N.A., the exchange agent for the Merger, to receive from Hewitt stockholders their election of the form of merger consideration they will receive in the Merger has been set as 5:00 p.m., New York City time, on September 29, 2010.  A copy of the joint press release is attached as Exhibit 99.1 and is incorporated herein by reference.
 
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 ability to obtain governmental approvals of the merger on the proposed terms and schedule contemplated by the parties; the loss of key Aon or Hewitt employees following the merger; 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 with customers, partners and others; 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 impact revenue and expense; rating agency actions that could affect Aon’s ability to borrow funds; changes in the funding status of Aon’s various defined benefit pension plans and the impact of any increased pension funding resulting from those changes; Aon’s ability to implement restructuring initiatives and other initiatives intended to yield cost savings, and the ability to achieve those cost savings; the impact on risk and insurance services commission revenues of changes in the availability of, and the premium insurance carriers charge for, insurance and reinsurance products, including the impact on premium rates and market capacity attributable to catastrophic events; 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, including potential liabilities arising from error and omissions claims against Aon or Hewitt; the extent to which Aon and Hewitt retain existing clients and attract new businesses; the extent to which Aon and Hewitt manage certain risks created in connection with the various services, including fiduciary and advisory services, among others, that Aon and Hewitt currently provide, or will provide in the future, to clients; the impact of, and potential challenges in complying with, legislation and regulation in the jurisdictions in which Aon and Hewitt operate, particularly given the global scope of Aon’s and Hewitt’s businesses and the possibility of conflicting regulatory requirements across jurisdictions in which Aon and Hewitt do business; 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
 
2 

 
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.
 
Item 9.01.                                           Financial Statements and Exhibits.

Exhibit
Number	 	Description	
 	 	 	
99.1	 	Joint Press Release of Aon and Hewitt dated September 24, 2010	
 
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 24, 2010	Aon Corporation	
 	 	 	
 	By:	/s/ Ram Padmanabhan	
 	 	Ram Padmanabhan	
 	 	Vice President and Chief Counsel — Corporate	
 
4 

 
EXHIBIT INDEX

Exhibit
Number	 	Description	
 	 	 	
99.1	 	Joint Press Release of Aon and Hewitt dated September 24, 2010	
 
5 

Exhibit 99.1

	 		
 
For immediate release
 
Aon and Hewitt Expect Proposed Merger to Close in Early October
 Election Deadline for Hewitt Shareholders Set for September 29
 
CHICAGO, September 24, 2010 — Aon Corporation (NYSE: AON) and Hewitt Associates, Inc. (NYSE: HEW) announced today that they currently anticipate completing their proposed merger transaction pursuant to the previously announced Agreement and Plan of Merger, dated as of July 11, 2010, between Aon, two wholly owned subsidiaries of Aon, and Hewitt (the “Merger Agreement”) on or about October 1, 2010.  The proposed merger transaction remains subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals.
 
In connection with the anticipated completion of the proposed merger transaction, the election deadline for Hewitt stockholders to elect the form of merger consideration they will receive in the merger transaction has been set as 5:00 p.m., New York City time, on September 29, 2010 (the “Election Deadline”).  In accordance with the Merger Agreement, all Hewitt stockholders who have not previously made their cash, stock or mixed consideration elections must submit their election forms, together with the certificate(s) representing their shares, confirmation of book-entry transfer of such shares, or properly completed Notice of Guaranteed Delivery, so that they are received by Computershare Trust Company, N.A., the exchange agent, at its designated office, by the Election Deadline.  Hewitt stockholders holding shares through a brokerage account or other nominee arrangement may have an earlier election deadline than the Election Deadline and will need to follow any procedures required by their broker or nominee, who will make an election on their behalf if they follow the broker’s or nominee’s instructions. Hewitt stockholders are encouraged to consult with their broker or nominee as soon as possible regarding these procedures.
 
Holders of Hewitt common stock whose election forms are not received in proper form by the exchange agent by the Election Deadline will be deemed to have made a mixed election, entitling them to receive merger consideration consisting of (i) 0.6362 of a share of Aon common stock and (ii) $25.61 in cash per share of Hewitt common stock.  Elections made by Hewitt stockholders to receive all cash or all stock consideration will be 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 joint proxy statement/prospectus provided to Aon and Hewitt stockholders in connection with the special meetings of Aon stockholders and Hewitt stockholders held on September 20, 2010.
 
Beginning on or about August 19, 2010, the required election forms and accompanying instructions were mailed to Hewitt stockholders of record as of August 16, 2010.  Hewitt stockholders, including those that acquired their shares after August 16, 2010,  may request copies of these election documents and direct any questions regarding the election materials or the Election Deadline to Innisfree M&A Incorporated, the information agent for the transaction, at (877) 456-3463 (toll-free) or (212) 750-5833 (collect).  Hewitt stockholders holding shares through

 
a brokerage account or other nominee arrangement should contact their broker or nominee to obtain additional copies of the election documents.
 
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 ability to obtain governmental approvals of the merger on the proposed terms and schedule contemplated by the parties; 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.
 
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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