|
|
|
|
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):
February 11, 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
|
|
60601
|
|
(Address of
Principal Executive Offices)
|
|
(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 1.01. Entry into a Material Definitive Agreement.
Effective as of February
11, 2010, Aon Corporation (“Aon”) and its subsidiaries and affiliates entered
into an amended and restated agreement (the “Amended Settlement Agreement”)
with the Attorney General of the State of New York, the Attorney General of the
State of Illinois, the Attorney General of the State of Connecticut, the
Director of the Division of Insurance, Illinois Department of Financial and
Professional Regulation (now known as the Illinois Department of Insurance) and
the Superintendent of Insurance of the State of New York (the “State Agencies”).
The Amended Settlement
Agreement supersedes and replaces the agreement dated March 4, 2005, as
amended from time to time (the “Original Settlement Agreement”), among Aon and
its subsidiaries and affiliates and the Attorney General of the State of New
York, the Superintendent of Insurance of the State of New York, the Attorney
General of the State of Connecticut, the Illinois Attorney General, and the
Director of the Division of Insurance, Illinois Department of Financial and
Professional Regulation, including, without limitation, the provisions
contained in Section B, paragraph 10, which prohibited Aon from directly
or indirectly accepting from or requesting of any insurer any contingent
compensation.
The Amended Settlement
Agreement requires Aon to provide, in New York and each of the other 49 states
of the United States, the District of Columbia, and U.S. territories, compensation
disclosure that complies, at a minimum, with the requirements of 11 NYCRR 30 (Regulation
No. 194), as may be amended from time to time, or the provisions of the
Original Settlement Agreement, as existed prior to the adoption of the Amended
Settlement Agreement. In addition, Aon
is required to provide compensation disclosure that complies with any rules,
regulations or guidance promulgated or issued by the attorneys general or
insurance departments within the States of Illinois or Connecticut and any
other states in which Aon conducts business.
In addition, under the
Amended Settlement Agreement Aon agrees to:
(i) maintain its compliance programs and continue to provide
appropriate training to relevant employees in business ethics, professional
obligations, conflicts of interest and antitrust and trade practices compliance;
and (ii) refrain from engaging in certain prohibited activities.
Notwithstanding the
Amended Settlement Agreement, Aon remains bound by: (i) the Settlement Agreement entered
into on or about May 21, 2008 by and between the Florida Department of
Financial Services, the Florida Department of Legal Affairs, Office of the
Attorney General, the Florida Office of Insurance Regulation, and Aon; and (ii) the
Agreement entered into on or about May 3, 2006 by and between certain
insurance regulator members of the National Association of Insurance
Commissioners of 29 states, the District of Columbia and Guam and Aon, both of which
prohibit Aon from directly or indirectly accepting from or requesting of any
insurer contingent compensation
,
and impose
certain business reforms.
The foregoing summary of
the Amended Settlement Agreement contained in this Item 1.01 is qualified in
its entirety by reference to the terms and provisions of the Amended Settlement
Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
Effective as of February
11, 2010, Aon and its subsidiaries and affiliates and the State Agencies entered
into the Amended Settlement Agreement, which supersedes and replaces the
Original Settlement Agreement.
The summary of the Amended
Settlement Agreement is contained in Item 1.01 of this Current Report on Form 8-K,
and such summary is qualified in its entirety by reference to the terms and
provisions of the Amended Settlement Agreement, a copy of which is attached
hereto as Exhibit 10.1 and incorporated herein by reference.
2
|
|
|
|
|
|
|
|
|
|
|
Item 8.01 Other Events
On February 16,
2010, Aon issued a press release announcing the execution of the Amended
Settlement Agreement. A copy of the
press release is attached hereto as Exhibit 99.1 and incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
(a)—(c) Not
applicable.
(d) Exhibits:
|
Exhibit
Number
|
|
Description of Exhibit
|
|
|
|
|
|
10.1
|
|
Amended and Restated
Agreement among the Attorney General of the State of New York, the
Superintendent of Insurance of the State of New York, the Attorney General of
the State of Connecticut, the Illinois Attorney General, the Director of the
Illinois Department of Insurance, and Aon Corporation and its subsidiaries
and affiliates effective as of February 11, 2010.
|
|
|
|
|
|
99.1
|
|
Press Release issued by
Aon on February 16, 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 hereunto duly authorized.
|
|
Aon CORPORATION
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Gregory C. Case
|
|
|
|
Gregory C. Case
|
|
|
|
President and Chief Executive
Officer
|
|
|
|
|
|
Date: February 16, 2010
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
Exhibit 10.1
Amended and Restated Agreement Between the Attorney
General of the State of New York, the Attorney General of the State of Illinois,
the Attorney General of the State of Connecticut, the Director of the Division
of Insurance, Illinois Department, of Financial and Professional Regulation (now
known as the Illinois Department of insurance), the Superintendent of Insurance
of the State of New York, and Aon Corporation and its Subsidiaries and
Affiliates
(collectively, “Aon”)
WHEREAS,
Aon entered into a
Settlement Agreement with the Attorneys General of the State of New York, Illinois
and Connecticut, the Director of the Division of Insurance (“Director”), Illinois
Department of Financial and Professional Regulation (now known as the Illinois
Department of Insurance), and the Superintendent of Insurance of the State of
New York (“Superintendent”) dated March 4, 2005, as amended from time to
time (“Settlement Agreement”); and
WHEREAS,
the Attorney General of the
State of New York and the Superintendent of Insurance of the State of New York
conducted public hearings in July 2008 on the subject of insurance
producer compensation and disclosure practices; and
WHEREAS,
11 NYCRR 30 (Regulation No. 194)
was adopted on February 10, 2010; and
WHEREAS,
the Attorneys General, the
Director and the Superintendent have concluded that Aon has substantially met
its obligations under the Settlement Agreement, as determined by an independent
examiner;
NOW, THEREFORE,
the parties hereby agree
that, effective as of February 11, 2010, the Settlement Agreement shall be
amended and restated as follows:
1.
Compensation Disclosure to
Insurance Purchasers
: In New York, and each of the other 49 states of the
United States, the District of Columbia, and U. S. territories, Aon shall
provide compensation disclosure that will, at a minimum, comply with the terms
of Regulation No. 194, as may be amended from time to time, or the
provisions of the Settlement Agreement, as existed prior to the adoption of
this Amended and Restated Agreement. In addition, Aon shall provide
compensation disclosure that complies with any rules, regulations or guidance
promulgated or issued by the attorneys general or insurance departments within
the States of Illinois or Connecticut and any other states in which Aon
conducts business.
2.
Compliance Programs and Training
:
Aon shall maintain its compliance programs and continue to provide appropriate
training to relevant employees in business ethics, professional obligations, conflicts
of interest and antitrust and trade practices compliance.
3.
Prohibition on Reinsurance
Brokerage “Leveraging”
: In placing, renewing, consulting on or servicing
any insurance policy, Aon shall not directly or indirectly
|
|
|
|
|
|
|
|
|
|
|
accept from or request of any insurer any promise or
commitment to use any of Aon’s brokerage, agency, producing or consulting
services, including reinsurance brokerage, agency or producing services, in
exchange for production of business to such insurer.
4.
Prohibition of
Inappropriate Use of Wholesalers
:
In placing, renewing, consulting on or servicing any insurance policy, Aon
shall not directly or indirectly knowingly place, renew, consult on or service
a client’s insurance business through a wholesale broker in a manner that is
contrary to the client’s best interests.
5. The
Attorneys General of the States of New York, Illinois, and Connecticut, the Director,
and the Superintendent reserve the right to take action to enforce this Amended
and Restated Agreement. If compliance with any aspect of this Amended and
Restated Agreement proves impracticable, Aon reserves the right to request that
the parties modify it accordingly.
6. This
Amended and Restated Agreement shall be governed by the laws of the State of
New York without regard to conflict of laws principles, except that with
respect to enforcement actions taken by the Connecticut Attorney General, the
actions will be governed by the laws of the State of Connecticut without regard
to conflict of laws principles and except that with respect to enforcement
actions taken by the Illinois Attorney General, the actions will be governed by
the laws of the State of Illinois without regard to conflict of laws
principles.
7. This
Amended and Restated Agreement supersedes and replaces the Settlement Agreement
and all prior agreements, arrangements, commitments and understandings, whether
written or oral, with respect to the subject matter hereof, and constitutes the
entire agreement of the parties.
8. This
Amended and Restated Agreement may be executed in counterparts, including via
facsimile.
WHEREFORE, the following signatures are affixed hereto on
the date first above written.
|
PEOPLE OF THE STATE
|
|
NEW YORK STATE
|
|
OF NEW YORK
|
|
INSURANCE DEPARTMENT
|
|
|
|
|
|
|
|
|
|
BY:
|
/s/ Michael Berlin
|
|
BY:
|
/s/
James J. Wrynn
|
|
|
Michael Berlin
|
|
|
James J. Wrynn
|
|
|
Deputy Attorney General for
|
|
|
Superintendent of Insurance
|
|
|
Economic Justice
|
|
|
25 Beaver Street
|
|
|
120 Broadway, 25
th
Floor
|
|
|
New York, NY 10004
|
|
|
New York, NY 10271
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit 99.1
|
News from Aon
|
|
|
Media Contact
David
Prosperi
312-381-2485
david_prosperi@aon.com
For
Immediate Release
Aon
Reaches Amended and Restated Agreement with Three States on Compensation
Business Practices
Firm
Reiterates Commitment to Consistent Industry Process and Transparency Started
Five Years Ago
CHICAGO (FEBRUARY 16, 2010) —
Aon Corporation, the leading global provider of risk management and human
capital consulting, today announced that it has reached an amended and restated
agreement on the issue of compensation business practices with the Attorney
General of the State of New York, the Superintendent of Insurance of the State
of New York, the Attorney General of the State of Connecticut, the Illinois
Attorney General and the Director of the Illinois Department of Insurance.
Under the agreement, Aon is required to
provide, in New York and the other 49 states, compensation disclosure to
purchasers of insurance contracts that complies at a minimum with New York
State Insurance Department regulations and also with the laws of Illinois,
Connecticut and the remaining states.
“Aon very much appreciates the moves made
toward consistent business practices for all brokers. However, our overriding
consideration is to act in the best interests of our clients at all times. Aon
will continue to lead the industry in terms of delivering value to our clients,
including helping our clients fully understand what we do, how we do it and how
we get compensated,” said Greg Case, president and chief executive officer of
Aon.
“We strongly believe that it is in the best
interests of clients that state regulators use their authority to require clear
and consistent disclosure of the compensation of brokers and agents, and Aon
will continue to take the lead on this important issue,” continued Case.
Aon also will continue to maintain
appropriate compliance and training programs to relevant employees in business
conduct, conflicts of interest and antitrust compliance. Aon remains bound by
the settlement agreements it has with the State of Florida and the National
Association of Insurance Commissioners.
# # #
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
colleagues 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
http://www.aon.com.
Risk Management
·
Insurance and Reinsurance Brokerage
·
Human Capital & Management Consulting
·
Outsourcing
|
|
|
|
|
|
|
|
