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AON TO ACQUIRE FRANK B. HALL & CO. FOR $475 MILLION

 AON TO ACQUIRE FRANK B. HALL & CO. FOR $475 MILLION
 NEW YORK, July 24 /PRNewswire/ -- Frank B. Hall & Co., Inc.


(NYSE: FBH), today announced that it has entered into a definitive agreement for the sale of substantially all the company's operating assets to Aon Corporation (NYSE: AOC) for total consideration for $475 million plus the assumption by Aon of certain of Hall's operating liabilities.
 The purchase price will be comprised of $125 million in cash, $225 million of Aon 8 percent perpetual preferred stock and $125 million of Aon 6-1/4 percent convertible preferred stock.
 After providing for Hall's preferred stock and the repayment of its indebtedness, as well as taxes and other costs of the transaction, approximately $1.25 per share would be available for common shareholders of Hall. Instead, following the sale of assets, Hall will be merged with a subsidiary of Reliance Group Holdings, Inc. (NYSE: REL), Hall's majority shareholder. Under the merger, Hall's common shareholders other than Reliance will receive .625 shares of Reliance common stock in exchange for each share of Hall they own.
 Under terms of the agreement, Aon will not acquire Hall's discontinued operations nor certain other assets and liabilities.
 Completion of the sale to Aon and the merger with Reliance are subject to regulatory clearances and other customary closing conditions. The transactions are expected to close in the fourth quarter of 1992.
 Donald R. Bell, chairman and chief executive officer of Frank B. Hall, commented, "We are very pleased to join forces with such an outstanding organization. We look forward to continuing our tradition of providing the best possible service to our clients and a rewarding environment for our employees."
 Furthermore, Bell said he was "gratified that Reliance is offering to our public shareholders consideration above what they would otherwise have received as a result of the sale and the opportunity for capital appreciation in Reliance common stock."
 Frank B. Hall, headquartered in New York, is a leading provider of insurance brokerage and employee benefits consulting services in the United States and abroad. Hall had revenues in 1991 of $462 million and operates through offices in approximately 115 cities in over 50 countries.
 Bear Stearns is acting as financial adviser to Hall in connection with this transaction.
 -0- 7/24/92
 /CONTACT: John Addeo of Hall, 914-742-3070; or Brian T. Martin of Reliance, 212-909-1247/
 (FBH AOC REL) CO: Frank B. Hall & Co., Inc.; Aon Corporation;
 Reliance Group Holdings, Inc. ST: New York IN: INS SU: TNM


GK-TS -- NY006 -- 2913 07/24/92 08:51 EDT
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Publication:PR Newswire
Date:Jul 24, 1992
Words:423
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