UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 13, 2007
Willis Group Holdings Limited
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(Exact Name of Registrant as Specified in Its Charter)
Bermuda
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(State or Other Jurisdiction of Incorporation)
001-16503 98-0352587
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(Commission File Number) (IRS Employer Identification No.)
c/o Willis Group Limited
Ten Trinity Square
London EC3P 3AX, England
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(Address of Principal Executive Offices)
(44) (20) 7488-8111
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
On March 13, 2007, Willis Group Holdings Limited ("WGHL") issued a press
release (the "Press Release") announcing that it has entered into an
agreement to purchase approximately 1.25 million shares of its common stock
from Keefe, Bruyette & Woods using an accelerated stock repurchase program
for an initial purchase price of approximately $50 million. This repurchase
is part of Willis' previously announced stock repurchase program. A copy of
the Press Release is attached as Exhibit 99.1 to this Report on Form 8-K
and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release of WGHL dated March 13, 2007.
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.
WILLIS GROUP HOLDINGS LIMITED
Date: March 14, 2007. By: /s/ Mary E. Caiazzo
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Name: Mary E. Caiazzo
Title: Deputy General Counsel
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of WGHL dated March 13, 2007
Exhibit 99.1
Willis Group Holdings Limited Announces Accelerated
Share Repurchase of $50 Million of Common Shares
NEW YORK--(BUSINESS WIRE)--March 13, 2007--Willis Group Holdings Limited
(NYSE: WSH), the global insurance broker, today announced that it has entered
into an agreement to purchase approximately 1.25 million shares of its common
stock from Keefe, Bruyette & Woods using an accelerated stock repurchase program
for an initial purchase price of approximately $50 million. This repurchase is
part of Willis' previously announced stock repurchase program.
"We believe that the best use of our capital is to continue to buy back our
own stock," said Joe Plumeri, Chairman and Chief Executive Officer of Willis.
"Our strong financial performance, cash flow and balance sheet allow us the
financial flexibility to continue to return value to our shareholders."
Under the terms of the arrangement, the repurchased shares are subject to a
price adjustment based on the volume weighted average market price of Willis'
common shares during the term of the program. The Company expects the program to
be completed in the first quarter of 2007. All of the shares repurchased under
the agreement will be retired.
Including this transaction, the Company would have $739 million of
authorized share repurchases remaining under its existing buyback authorization.
Willis Group Holdings Limited is a leading global insurance broker,
developing and delivering professional insurance, reinsurance, risk management,
financial and human resource consulting and actuarial services to corporations,
public entities and institutions around the world. Including our Associates, we
have over 300 offices in some 100 countries, with a global team of approximately
16,000 employees serving clients in some 190 countries. Additional information
on Willis may be found on its web site www.willis.com.
This press release may contain certain statements relating to future
results, which are forward-looking statements as that term is defined in the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical results or those
anticipated, depending on a variety of factors such as general economic
conditions in different countries around the world, fluctuations in global
equity and fixed income markets, changes in premium rates, the competitive
environment and the actual cost of resolution of contingent liabilities. Further
information concerning the Company and its business, including factors that
potentially could materially affect the Company's financial results are
contained in the Company's filings with the Securities and Exchange Commission.
CONTACT: Willis Group Holdings Limited
Investors:
Kerry K. Calaiaro, +1 212 837-0880
kerry.calaiaro@willis.com
or
Media:
Dan Prince, +1 212 837-0806
daniel.prince@willis.com