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 23, 2001
ASI SOLUTIONS INCORPORATED
(Exact name of registrant as specified in charter)
Delaware 000-22309 13-3903237
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
780 Third Avenue, New York, New York 10017
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(212) 319-8400
ITEM 5. OTHER EVENTS.
On February 23, 2001, ASI Solutions Incorporated ("ASI") and Aon
Corporation ("Aon") entered into an Agreement and Plan of Merger (the "Merger
Agreement"), pursuant to which Merger Subsidiary, Inc., a wholly-owned
subsidiary of Aon, will be merged with and into ASI (the "Merger"). According to
the terms of the Merger Agreement, each share of ASI common stock will convert
into .425 of a share of Aon's common stock, provided that the average closing
price of Aon's common stock for a 10-day measurement period ending five business
days prior to the effective date of the Merger (the "Measurement Period") is
between $34.00 and $42.00 per share. To the extent that the average closing
price of Aon's common stock during the Measurement Period is above $42.00, the
conversion rate will be adjusted so that each ASI stockholder will receive Aon
common stock having a value equal to $17.85. Conversely, if the average closing
price during the Measurement Period is less than $34.00, but greater than or
equal to $31.00, the conversion rate will be adjusted so that each ASI
stockholder will receive Aon common stock having a value equal to $14.45. If the
average closing price during the Measurement Period is below $31.00, ASI
stockholders will receive .466129 of a share of Aon common stock for each share
of ASI common stock that they own. ASI may terminate the Merger Agreement if
Aon's average common stock price for the Measurement Period is below $31.00,
unless Aon agrees to provide common stock having a value equal to $14.45.
The Merger Agreement has been approved by ASI's Board of Directors.
Completion of the Merger is subject to customary closing conditions, including
stockholder and regulatory approval. In connection with the execution of the
Merger Agreement, holders of over a majority of ASI's voting shares entered into
an agreement with Aon to vote in favor of the Merger.
The Merger Agreement and the press release issued by ASI are attached
hereto as Exhibit 2.1 and Exhibit 99.1, respectively, and are incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired: Not Applicable
(b) Pro Forma Financial Information: Not Applicable
(c) Exhibits:
2.1 Agreement and Plan of Merger, dated as of February 23, 2001,
by and among ASI Solutions Incorporated, Aon Corporation and
Merger Subsidiary, Inc. (excluding schedules, which the
Registrant agrees to furnish supplementally to the
Commission upon request)
99.1 Press Release of ASI Solutions Incorporated dated February
23, 2001
2
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.
ASI SOLUTIONS INCORPORATED
Date: February 28, 2001 By: /s/ Michael J. Mele
---------------------------
Michael J. Mele
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2.1 Agreement and Plan of Merger, dated as of February 23, 2001, by and
among ASI Solutions Incorporated, Aon Corporation and Merger
Subsidiary, Inc. (excluding schedules, which the Registrant agrees
to furnish supplementally to the Commission upon request)
99.1 Press Release of ASI Solutions Incorporated dated February 23, 2001