AON CAPITAL A
OFFER TO EXCHANGE
Its
8.205% Capital Securities
Which Have Been Registered Under the Securities Act of 1933
for Any and All of Its Outstanding
8.205% Capital Securities
(Liquidation Amount $1,000 per Capital Security)
To Our Clients:
Enclosed for your consideration are the Prospectus, dated ____________,
1997 (as the same may be amended and supplemented from time to time, the
"Prospectus"), and the related Letter of Transmittal (which together with the
Prospectus constitute the "Exchange Offer"), in connection with the offer by Aon
Capital A, a Delaware statutory business trust (the "Trust"), to exchange the
Trust's 8.205% Capital Securities due January 1, 2027 ( the "New Capital
Securities") which have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), for any and all of the Trust's outstanding
8.205% Capital Securities due January 1, 2027 (the "Old Capital Securities"),
upon the terms and subject to the conditions set forth in the Exchange Offer.
The Exchange Offer will expire at 5:00 p.m., New York City time, on
_______________, 1997, unless extended (the "Expiration Date").
We are holding Old Capital Securities for your account. An exchange of the
Old Capital Securities can be made only by us and pursuant to your instructions.
The Letter of Transmittal is furnished to you for your information only and
cannot be used by you to exchange the Old Capital Securities held by us for your
account. The Exchange Offer provides a procedure for holders to tender by means
of guaranteed delivery.
We request information as to whether you wish us to exchange any or all of
the Old Capital Securities held by us for your account upon the terms and
subject to the conditions of the Exchange Offer.
Your attention is directed to the following:
1. The forms and terms of the New Capital Securities are the same in
all material respects as the forms and terms of the Old Capital Securities
(which they replace) except that the New Capital Securities have been
registered under the Securities Act. Distributions on the New Capital
Securities will accumulate from the most recent January 1 or July 1 on
which distributions were paid or provided for on the Old Capital
Securities, or, if no distributions have been paid or provided for on the
Old Capital Securities, from January 1, 1997.
2. Based on an interpretation by the staff of the Division of
Corporation Finance of the Securities and Exchange Commission (the "SEC")
as set forth in certain interpretive letters addressed to third parties in
other transactions, Aon Corporation, a Delaware corporation ("Aon"), and
the Trust believe that a holder of Old Capital Securities (other than a
holder who is (a) a broker-dealer who purchased the Old Capital Securities
directly from the Trust to resell pursuant to Rule 144A under the
Securities Act or any other available exemption under the Securities Act,
(b) a person participating in the distribution of the Old Capital
Securities or (c) a person who is an "affiliate" of Aon or the Trust) who
exchanges Old Capital Securities in the Exchange Offer for New Capital
Securities and then resells such New Capital Securities will be viewed by
the staff no differently than a non-affiliated purchaser of registered
securities who purchases such securities in a registered primary offering
of securities and, after completion of such registered offering, may resell
the New Capital Securities without further
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such New Capital Securities are acquired in the
ordinary course of such holder's business and that such holder is not
participating, and has no arrangement or understanding with any person to
participate, in a distribution (within the meaning of Securities Act) of such
New Capital Securities. See "Brown & Wood LLP,") SEC No-Action Letter (available
February 7, 1997), "Shearman & Sterling," SEC No-Action Letter (available July
2, 1993), "Morgan Stanley & Co., Inc.," SEC No-Action Letter (available June 5,
1991) and "Exxon Capital Holdings Corporation," SEC No-Action Letter (available
May 13, 1988).
3. The Exchange Offer is not conditioned on any minimum aggregate
liquidation amount of Old Capital Securities being tendered except that Old
Capital Securities may be tendered only in an aggregate liquidation amount
of $100,000 (100 Old Capital Securities) and integral multiples of $1,000
(1 Old Capital Security) in excess thereof. The New Capital Securities will
be exchanged for the Old Capital Securities at the rate of one New Capital
Security ($1,000 liquidation amount) for each Old Capital Security ($1,000
liquidation amount).
4. Notwithstanding any other provisions of the Exchange Offer, or any
extension of the Exchange Offer, Aon Corporation, a Delaware corporation
("Aon"), and the Trust will not be required to accept any Old Capital
Securities for exchange or to exchange any New Capital Securities for any
Old Capital Securities and may terminate the Exchange Offer (whether or not
any Old Capital Securities have been accepted for exchange) or may waive
any conditions to or amend the Exchange Offer, if any of the conditions
described in the Prospectus under "The Exchange Offer - Conditions of the
Exchange Offer" have occurred or exist or have not been satisfied.
5. Tendered Old Capital Securities may be withdrawn at any time prior
to 5:00 p.m., New York City time, on the Expiration Date, if such Old
Capital Securities have not previously been accepted for exchange pursuant
to the Exchange Offer.
6. Any transfer taxes applicable to the exchange of Old Capital
Securities pursuant to the Exchange Offer will be paid by Aon, except as
otherwise provided in Instruction 9 of the Letter of Transmittal.
If you wish to have us tender any or all of your Old Capital Securities,
please so instruct us by completing, detaching and returning to us the
instruction form attached hereto. An envelope to return your instructions is
enclosed. If you authorize a tender of your Old Capital Securities, the entire
liquidation amount of Old Capital Securities held for your account will be
tendered unless otherwise specified on the instruction form. Your instructions
should be forwarded to us in ample time to permit us to submit a tender on your
behalf by the Expiration Date.
The Exchange Offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of the Old Capital Securities in any jurisdiction in
which the making of the Exchange Offer or acceptance thereof would not be in
compliance with the laws of such jurisdiction or would otherwise not be in
compliance with any provision of any applicable security law.
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AON CAPITAL A
OFFER TO EXCHANGE
Its
8.205% Capital Securities
Which Have Been Registered Under the Securities Act of 1933
for Any and All of Its Outstanding
8.205% Capital Securities
(Liquidation Amount $1,000 per Capital Security)
Instructions to Registered Holder from Beneficial Owner
The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus and the related Letter of Transmittal in connection with the offer by
the Trust to exchange New Capital Securities for Old Capital Securities.
This will instruct you to tender the liquidation amount of Old Capital
Securities indicated below held by you for the account of the undersigned, upon
the terms and subject to the conditions set forth in the Prospectus and the
related Letter of Transmittal.
The undersigned represents that (i) it is not an "affiliate" of Aon or the
Trust, (ii) any New Capital Securities to be received by the undersigned are
being acquired in the ordinary course of the undersigned's business, (iii) the
undersigned has no arrangement or understanding with any person to participate
in a distribution (within the meaning of the Securities Act) of such New Capital
Securities, and (iv) the undersigned is not engaged in, and does not intend to
engage in, a distribution (within the meaning of the Securities Act) of such New
Capital Securities.
A broker-dealer who holds Old Capital Securities for its own account as a
result of market-making activities or other trading activities and who receives
New Capital Securities in exchange for such Old Capital Securities pursuant to
the Exchange Offer may be deemed to be an "underwriter" within the meaning of
the Securities Act and will be required to deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Capital Securities. If the undersigned is a broker-dealer which acquired any of
the Tendered Old Capital Securities for its own account as the result of market-
making activities or other trading activities (a "Participating Broker-Dealer"),
such broker-dealer acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of New Capital
Securities received in exchange for any of such Tendered Old Capital Securities
that were acquired for its own account as the result of market-making activities
or other trading activities. Notwithstanding the foregoing, the undersigned does
not thereby admit that it is an "underwriter" within the meaning of the
Securities Act.
The undersigned understands that Aon and the Trust have agreed that,
subject to the provisions of the Registration Rights Agreement (as defined in
the Prospectus) and to the limitations described under "The Exchange Offer -
Resales of New Capital Securities" in the Prospectus, the Prospectus, as it may
be amended or supplemented from time to time, may be used by a Participating
Broker-Dealer in connection with resales of New Capital Securities received in
exchange for Old Capital Securities that were acquired by such Participating
Broker-Dealer for its own account as a result of market-making activities or
other trading activities, for a period ending 90 days after the Expiration Date
or, if earlier, when all such New Capital Securities have been disposed of by
such Participating Broker-Dealer. If the undersigned is a Participating Broker-
Dealer, the undersigned agrees that, upon receipt of notice from Aon or the
Trust of the occurrence of any event or the discovery of any fact which makes
any statement contained or incorporated by reference in the Prospectus untrue in
any material respect or which causes the Prospectus to omit to state a material
fact necessary in order to make the statements contained or incorporated by
reference therein, in light of the circumstances under which they were made, not
misleading or of the occurrence of certain other events specified in the
registration rights agreement, such Participating Broker-Dealer will suspend the
sale of New Capital Securities pursuant to the Prospectus until Aon or the Trust
has amended or supplemented the Prospectus to correct such misstatement or
omission and has furnished copies of the amended or supplemented
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Prospectus to such Participating Broker-Dealer or Aon or the Trust has given
notice that the sale of the New Capital Securities may be resumed, as the case
may be.
Sign Here
.....................................
Signature(s)
Securities which are to be tendered:
Tender all of the Old Capital Securities
Aggregate Liquidation Amount*
----------------------------
[_] Old Capital Securities..........................
....................................................
Name(s) (Please Print)
....................................................
Address
....................................................
Zip Code
....................................................
Area Code and Telephone No.
Dated: ______________, 1997
________________________
*Unless otherwise indicated, it will be assumed that all of the Old Capital
Securities listed are to be tendered.
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