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 28, 2007
Willis
Group Holdings Limited
(Exact
Name of Registrant as Specified in Its Charter)
Bermuda
(State
or
Other Jurisdiction of Incorporation)
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001-16503
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98-0352587
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(Commission
File Number)
|
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(IRS
Employer Identification No.)
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c/o
Willis
Group Limited
Ten
Trinity Square
London
EC3P 3AX, England
(Address
of Principal Executive Offices)
(44)
(20) 7488-8111
(Registrant's
Telephone Number, Including Area Code)
Not
Applicable
(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):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item 8.01 Other Events.
As
previously announced, on July 26, 2006, the Board of Directors of Willis Group
Holding Limited (“Willis”) authorized the repurchase of up to $1.0 billion of
Willis’ common shares. Purchases may be made from time to time in the open
market or through negotiated sales with persons who are not affiliates of
Willis. After the transaction described below, Willis remains authorized to
repurchase from time to time up to $339 million of its shares pursuant to the
pre-existing authority.
Pursuant
to that authorization, on March 28, 2007, Willis entered into an accelerated
share repurchase agreement (the “Confirmation”) with J.P. Morgan Securities Inc.
(“JPM”) to purchase from JPM approximately 10.2 million shares of its common
stock pursuant to a private transaction for an initial aggregate purchase price
of $400 million.
Under
the
Confirmation dated March 28, 2007, which contains the principal terms and
provisions governing the program between Willis and JPM, the repurchased shares
are subject to a price adjustment based on the volume weighted average share
price (“VWAP”) of Willis’ common shares during the term of the
program. Willis
expects the program to be completed by the end of 2007, although in certain
limited circumstances the completion date may be accelerated or delayed. The
repurchased shares will be recorded as a reduction in shareholders’ equity on
Willis’ Consolidated Balance Sheet and will be retired on or before the
completion of the program. In addition, the Confirmation contains other terms
governing the program, including, but not limited to, the mechanism used to
determine the final settlement of the transaction, the settlement method, the
specific circumstances under which JPM is permitted to make adjustments to
valuation periods, the specific circumstances under which the program may be
terminated early (including mergers, tender offers, and certain other events),
definitions of terms used throughout the Confirmation, and various
acknowledgements, representations and warranties made by Willis and JPM to
one
another, including representations related to Rule 10b5-1 and intended
compliance with the Rule 10b-18 volume and timing guidelines. In certain
circumstances, Willis may receive from, or be required to pay, JPM a termination
payment in the event of an early termination.
In
the
ordinary course of their business, JPM and its affiliates have engaged, and
may
in the future engage, in financial advisory and/or investment banking
transactions with Willis and its affiliates. They have received and will receive
customary fees and commissions for these transactions.
On
March
29, 2007, Willis issued a press release announcing the Confirmation. This press
release is furnished as Exhibit 99.1 hereto. The information contained in
Exhibit 99.1 is being furnished pursuant to Item 7.01 of this Current Report
on
Form 8-K, and shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities under Section 18. Furthermore, the
information contained in Exhibit 99.1 shall not be deemed to be incorporated
by
reference into the filings of Willis under the Securities Act of 1933, as
amended, or the Exchange Act.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| 99.1 Press Release of Willis Group Holdings Limited dated March 29, 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.
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WILLIS
GROUP HOLDINGS LIMITED
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| Date: March 29, 2007 | By: \s\ Patrick C. Regan | |
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Name:
Patrick C. Regan
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Title:
Group Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
Release of Willis Group Holdings Limited dated March 29,
2007
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Exhibit
99.1
| Contact: | ||
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NEWS
RELEASE
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Investors:
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Kerry K. Calaiaro |
| +1 212 837-0880 | ||
| Email: kerry.calaiaro@willis.com | ||
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Media:
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Dan Prince | |
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+1
212 837-0806
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Email:
daniel.prince@willis.com
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Willis
Group Holdings Limited Announces Accelerated
Share
Repurchase of $400 Million of Common Shares
New
York, NY, March 29, 2007
- Willis
Group Holdings Limited (NYSE: WSH), the global insurance broker, announced
today
that it has entered into an agreement to purchase approximately 10.2 million
shares of its common stock from J.P. Morgan Securities Inc. using an accelerated
stock repurchase program for an initial purchase price of $400 million. This
repurchase is part of Willis’ previously announced stock repurchase
program.
Commenting
on the announcement, Joe Plumeri, Chairman and Chief Executive Officer of Willis
Group said, “We are more confident than ever about the future of Willis. This
share buy back is a demonstration of our passion for the Company as well as
an
opportunity for us to aggressively return value to our loyal
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 by the end of 2007. All of the shares repurchased under the agreement
will be retired.
After
this
transaction, the Company will have $339 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.