AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 20, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ARTHUR J. GALLAGHER & CO.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 36-2151613
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
TWO PIERCE PLACE
ITASCA, ILLINOIS 60143-3141
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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ARTHUR J. GALLAGHER & CO.
1988 NONQUALIFIED STOCK OPTION PLAN
ARTHUR J. GALLAGHER & CO.
1989 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(FULL TITLE OF THE PLANS)
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CARL E. FASIG
COUNSEL AND SECRETARY
ARTHUR J. GALLAGHER & CO.
TWO PIERCE PLACE
ITASCA, ILLINOIS 60143-3141
(708) 285-3449
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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Common Stock, par value
$1.00 per share................. 769,000(a) $33.625(b) $25,857,625 $8,916.42
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(a) Includes such indeterminant number of shares as may be issuable by reason
of the operation of the anti-dilution provisions of the Plans.
(b) Estimated in accordance with Rule 457(c) solely for the purpose of
computing the registration fee on the basis of the average of the high and
low prices quoted for the Registrant's Common Stock, as reported on the
consolidated transaction reporting system for securities listed on the New
York Stock Exchange on June 18, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in the registration
statement:
The Company's Registration Statement on Form S-1 (Registration No. 333-1435)
declared effective by the Commission on March 27, 1996, the Company's annual
report on Form 10-K for the year ended December 31, 1995, and the Company's
quarterly report on Form 10-Q for the quarter ended March 31, 1996, are
incorporated herein by reference. Also incorporated herein by reference is the
description of the Common Stock registered hereunder contained in Form 8-A
(Registration No. 0-13480), which incorporates by reference the Company's
Registration Statement on Form S-1 (Registration No. 2-89195) and the
description of common share purchase rights currently attached to the Common
Stock contained in Form 8-A (Registration No. 0-13480) filed with the
Commission on May 12, 1987, and in the Company's Current Report on Form 8-K
(Registration No. 0-13480) filed with the Commission on May 18, 1987.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to the registration statement which
indicates that all of the shares of common stock offered have been sold or
which deregisters all of such shares then remaining unsold, shall be deemed to
be incorporated by reference in the registration statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of Common Stock offered under the Plan will be
passed upon by Carl E. Fasig, Counsel and Secretary for the Company. Mr. Fasig
holds options with respect to 2,300 shares of Common Stock that are exercisable
more than 60 days from the date of this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Seventh of the Registrant's By-laws (filed as Exhibit 3.2) and
Article Thirteenth of the Company's Restated Certificate of Incorporation
(filed as Exhibit 3.1) provide in effect for the indemnification by the
Registrant of each director, officer, employee or agent of the Registrant to
the full extent permitted by the Delaware General Corporation Law.
Article Seventh of the Registrant's By-laws provides that the Registrant
shall indemnify any person in connection with any action, suit, or proceeding
brought or threatened by reason of the fact that he is or was a director,
officer, employee or agent of the Registrant, or is or was serving at the
request of the Registrant as a director, officer, employee or agent of another
enterprise against all costs actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the Registrant, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Similar indemnity is permitted to be provided to such persons in connection
with an action or suit by or in the right of the Registrant, and provided
further that such person shall not have been adjudged liable for negligence or
misconduct in the performance of his duty to the Registrant, unless, in view of
all the circumstances of the case, the court in which the action or suit was
brought determines that such person despite the adjudication of liability is
fairly and reasonably entitled to indemnity for such expenses.
Article Thirteenth of the Company's Restated Certificate of Incorporation
eliminates the liability of the Company's directors for monetary damages for
breach of fiduciary duty as a director except where a director breaches his
duty of loyalty to the Company and its stockholders, fails to act in good faith
or engages in intentional misconduct or a knowing violation of law, authorizes
the payment of a dividend or stock repurchase which is illegal under Section
174 of the Delaware General Corporation Laws or obtains an improper personal
benefit.
The Registrant also maintains and pays premiums on a directors' and officers'
liability insurance policy and entered into an Indemnity Agreement with each of
the directors and officers of the Company. The provisions of the Indemnity
Agreement alter or clarify the statutory indemnity in the following respects:
(1) indemnity will be explicitly provided for settlements in derivative
actions; (2) prompt payment of litigation expenses will be provided in advance
of indemnification; (3) prompt indemnification of advances of expenses will be
provided unless a determination is made that the director or officer has not
met the required standard; (4) the director or officer will be permitted to
petition a court to determine whether his actions meet the standards required;
and (5) partial indemnification will be permitted in the event that the
director or officer is not entitled to full indemnification. In addition, the
Indemnity Agreement specifically includes indemnification with respect to
actions, suits or proceedings brought under and/or predicated upon the
Securities Act of 1933, as amended, and/or the Securities Exchange Act of 1934,
as amended.
The preceding summary is qualified in its entirety by the Company's Restated
Certificate of Incorporation, By-laws and Indemnity Agreement which are filed
as exhibits to this Registration Statement and for further information,
reference is made thereto.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement,
including (but not limited to) any addition or deletion of a managing
underwriter.
2
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(4) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to any provision of the
Registrant's By-laws, Directors' and Officers' Liability Insurance Policy,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
This Registration Statement contains forward looking statements. Forward
looking statements made by or on behalf of the Company are subject to risks and
uncertainties, including but not limited to the following: the Company's
commission revenues are highly dependent on premiums charged by insurers, which
are subject to fluctuation; the property and casualty insurance industry
continues to experience a prolonged soft market despite high losses; continued
low interest rates will reduce income earned on invested funds; the insurance
brokerage and service businesses are extremely competitive with a number of
competitors being substantially larger than the Company; the alternative
insurance market continues to grow; the Company's revenues vary significantly
from quarter to quarter as a result of the timing of policy renewals and the
net effect of new and lost business production; the general level of economic
activity can have a substantial impact on the Company's renewal business. The
Company's ability to grow has been enhanced through acquisitions, which may or
may not be available on acceptable terms in the future, and which, if
consummated, may or may not be advantageous to the Company. Accordingly, actual
results may differ materially from those set forth in the forward looking
statements. Attention is also directed to other risk factors set forth in
documents filed by the Company with the Securities and Exchange Commission.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ITASCA AND STATE OF ILLINOIS, ON THE 18TH DAY OF
JUNE, 1996.
Arthur J. Gallagher & Co.
/s/ J. Patrick Gallagher, Jr.
By: _________________________________
J. Patrick Gallagher, Jr.
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT ON FORM S-8 HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON JUNE 18, 1996.
SIGNATURE TITLE
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Robert E. Gallagher*
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Robert E. Gallagher Chairman and Director
/s/ J. Patrick Gallagher, Jr.
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J. Patrick Gallagher, Jr. President and Director
(Chief Executive Officer)
/s/ Michael J. Cloherty
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Michael J. Cloherty Executive Vice President-Finance and
Director
(Chief Financial Officer)
/s/ David B. Hoch
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David B. Hoch Controller
(Chief Accounting Officer)
T. Kimball Brooker*
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T. Kimball Brooker Director
John G. Campbell*
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John G. Campbell Director
Jack M. Greenberg*
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Jack M. Greenberg Director
Frank M. Heffernan, Jr.*
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Frank M. Heffernan, Jr. Director
Philip A. Marineau*
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Philip A. Marineau Director
Walter F. McClure*
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Walter F. McClure Director
James R. Wimmer*
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James R. Wimmer Director
/s/ Carl E. Fasig
*By: ________________________________
Carl E. Fasig,
Attorney-in-Fact
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INDEX TO EXHIBITS
WHERE
EXHIBIT
EXHIBIT CAN BE
NUMBER EXHIBIT FOUND
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3.1 Restated Certificate of Incorporation of the Company (in-
corporated by reference to Exhibit number 2(a) to
Company's Form 8-A Registration Statement filed
October 22, 1987, File No. 1-9761).
3.2 By-Laws of the Company (incorporated by reference to the
same exhibit number to Company's Form S-1 Registration
Statement No. 33-10447).
3.3 Rights Agreement between the Company and Bank of America
Illinois (incorporated by reference to Exhibits 1 and 2 to
Company's Form 8-A Registration Statement filed May 12,
1987, File No. 0-13480).
3.4 Assignment and Assumption Agreement of Rights Agreement by
and among Bank of America Illinois (formerly Continental
Illinois National Bank and Trust Company of Chicago), Har-
ris Trust and Savings Bank and the Company (incorporated
by reference to the same exhibit number to Company's Form
S-8 Registration Statement No. 33-38031.)
4.1 Instruments defining the rights of security holders (rele-
vant portions contained in the Restated Certificate of In-
corporation and By-Laws of the Company and the Rights
Agreement in Exhibits 3.1, 3.2, and 3.3, respectively,
hereby incorporated by reference).
4.4 Credit Agreement dated February 16, 1993 (incorporated by
reference to same exhibit number to Company's Form 10-K
Annual Report for 1992, File No.
1-9761).
5.0 Opinion of Carl E. Fasig, Counsel and Secretary to the
Company, including consent.
10.1 Arthur J. Gallagher & Co. Incentive Stock Option Plan and
related form of stock option agreement (incorporated by
reference to the same exhibit number to Company's Form S-1
Registration Statement No. 2-89195).
10.1.1 Amendment No. 1 to Exhibit Number 10.1 (incorporated by
reference to Exhibit Number 10.3 to Company's Form S-8
Registration Statement No. 33-604).
10.1.2 Amendment No. 2 to Exhibit Number 10.1 (incorporated by
reference to Exhibit Number 10.3.1 to Company's Form S-8
Registration Statement No. 33-14625).
10.2 Arthur J. Gallagher & Co. Nonqualified Stock Option Plan
and related form of stock option agreement (incorporated
by reference to the same exhibit number to Company's Form
S-1 Registration Statement No. 2-89195).
10.2.1 Amendment No. 1 to Exhibit Number 10.2 (incorporated by
reference to Exhibit Number 10.4 to Company's Form S-8
Registration Statement No. 33-604).
10.2.2 Amendment No. 2 to Exhibit Number 10.2 (incorporated by
reference to Exhibit Number 10.4.1 to Company's Form S-8
Registration Statement No. 33-14625).
10.25 Arthur J. Gallagher & Co. United Kingdom Incentive Stock
Option Plan and related form of stock option agreement
(incorporated by reference to the same exhibit number to
Company's Form 10-K Annual Report for 1986, File No.
0-13480).
10.26 Arthur J. Gallagher & Co. 1988 Incentive Stock Option Plan
(incorporated by reference to the same exhibit number to
Company's Form S-1 Registration Statement No. 33-22029).
10.26.1 Amendment No. 1 to Exhibit No. 10.26 (incorporated by ref-
erence to Exhibit Number 10.3 to Company's Form S-8 Regis-
tration Statement No. 33-24251).
10.26.2 Amendment No. 2 to Exhibit No. 10.26 (incorporated by ref-
erence to same exhibit number on Company's Form S-8 Regis-
tration Statement No. 33-64614).
10.27 Arthur J. Gallagher & Co. 1988 Nonqualified Stock Option
Plan (incorporated by reference to the same exhibit number
to Company's Form S-1 Registration Statement No. 33-
22029).
10.27.1 Amendment No. 1 to Exhibit Number 10.27 (incorporated by
reference to Exhibit Number 10.4 to Company's Form S-8
Registration Statement No. 33-30762).
10.27.2 Amendment No. 2 to Exhibit No. 10.27 (incorporated by ref-
erence to Exhibit No. 10.5 to Company's Form S-8 Registra-
tion Statement No. 33-38031).
10.27.3 Amendment No. 3 to Exhibit No. 10.27 (incorporated by ref-
erence to same exhibit number on Company's Form S-8 Regis-
tration Statement No. 33-64614).
10.27.4 Amendment No. 5 to Exhibit No. 10.27 (incorporated by ref-
erence to the same exhibit number to Company's Form S-8
Registration Statement No. 33-80648).
10.27.5 Amendment No. 6 to Exhibit 10.27.
10.28 Arthur J. Gallagher & Co. 1989 Non-Employee Directors'
Stock Option Plan (incorporated by reference to Exhibit
Number 10.1 to Company's Form S-8 Registration Statement
No. 33-30816).
10.28.1 Amendment No. 1 to Exhibit No. 10.28 (incorporated by ref-
erence to the same exhibit number to Company's Form 10-K
Annual Report for 1990, File No. 1-9761).
10.28.2 Amendment No. 3 to Exhibit No. 10.28 (incorporated by ref-
erence to same exhibit number on Company's Form S-8 Regis-
tration Statement No. 33-64614).
10.28.3 Amendment No. 5 to Exhibit No. 10.28 (incorporated by ref-
erence to the same exhibit number to Company's Form S-8
Registration Statement No. 33-80648).
10.28.4 Amendment No. 6 to Exhibit 10.28.
10.5 Lease Agreement between Arthur J. Gallagher & Co. and
Itasca Center III Limited Partnership, a Texas limited
partnership, dated July 26, 1989 (incorporated by refer-
ence to the same exhibit number to Company's Form 10-K An-
nual Report for 1989, File No. 1-9761).
10.7 Letter dated December 31, 1983 from Arthur J. Gallagher &
Co. to Bank of America Illinois regarding Common Stock
Purchase Financing Program including exhibits thereto and
related letters (incorporated by reference to the same ex-
hibit number to Company's Form S-1 Registration Statement
No. 2-89195).
10.7.1 Amendment to Exhibit Number 10.7 dated September 11, 1985
(incorporated by reference to the same exhibit number to
Company's Form 10-K Annual Report for 1985, File No. 0-
13480).
10.10 Board of Directors' Resolution from meeting on January 26,
1984, relating to consulting and retirement benefits for
certain directors (incorporated by reference to the same
exhibit number to Company's Form S-1 Registration State-
ment No. 2-89195).
10.11 Form of Indemnity Agreement between the Company and each
of its directors and corporate officers (incorporated by
reference to Attachment A to the Company's Proxy Statement
dated April 10, 1987 for its Annual Meeting of Stockhold-
ers, File No. 0-13480).
10.13 Arthur J. Gallagher & Co. Stock Option Agreements dated
May 10, 1988 between the Company and each of Robert H. B.
Baldwin, Jack M. Greenberg and James R. Wimmer (incorpo-
rated by reference to the same exhibit number to Company's
Form 10-K Annual Report for 1988, File No. 1-9761).
11.0 Statement re: computation of earnings per common and com-
mon equivalent share (incorporated by reference to the
same exhibit number to Company's Form 10-K Annual Report
for 1995, File No. 1-9761).
21.0 Subsidiaries of the Company, including state or other ju-
risdiction of incorporation or organization and the names
under which each does business.
23.1 Consent of Ernst & Young LLP, as independent auditors.
23.2 Consent of Carl E. Fasig, Counsel and Secretary to the
Company, included in Exhibit 5.0.
24.0 Powers of Attorney.
27.0 Financial Data Schedule (incorporated by reference to the
same exhibit number to Company's Form 10-K Annual Report
for 1995, File No. 1-9761).