UNITED
STATES
SECURITIES
EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
WILLIS GROUP HOLDINGS
LIMITED
(Name of
Issuer)
Common
Stock, $0.000115 par value per
share
(Title of
Class of Securities)
G96655108
(CUSIP
Number)
December 31,
2008
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[ ] Rule
13d-1(b)
[ X ] Rule
13d-1(c)
[ ] Rule
13d-1(d)
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
Continued
on following pages
Page 1
of 10 Pages
Exhibit
Index: Page 8
Page 2 of 10 Pages
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
GLENVIEW
CAPITAL MANAGEMENT, LLC
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2.
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Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
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5.
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Sole
Voting Power
|
None
|
|
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6.
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Shared
Voting Power
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8,082,595
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7.
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Sole
Dispositive Power
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None
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8.
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Shared
Dispositive Power
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8,082,595
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
8,082,595
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
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11.
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Percent
of Class Represented by Amount in Row (9)
4.86%
based on 166,328,179 shares outstanding as of October 31,
2008.
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12.
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Type
of Reporting Person:
OO
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Page 3 of 10 Pages
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
LAWRENCE
M. ROBBINS
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2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
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3.
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SEC
Use Only
|
|||
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4.
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Citizenship
or Place of Organization
United
States of America
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Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
|
None
|
|
|
6.
|
Shared
Voting Power
|
8,082,595
|
||
|
7.
|
Sole
Dispositive Power
|
None
|
||
|
8.
|
Shared
Dispositive Power
|
8,082,595
|
||
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
8,082,595
|
|||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
|
|||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
4.86%
based on 166,328,179 shares outstanding as of October 31,
2008.
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12.
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Type
of Reporting Person:
IN
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Page 4 of 10 Pages
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Item
1(a).
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Name
of Issuer:
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Willis
Group Holdings Limited (the “Issuer”)
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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51
Lime Street, London, EC3M 7DQ, England.
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Item
2(a).
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Name
of Person Filing
This
Statement is filed on behalf of each of the following persons
(collectively, the “Reporting Persons”):
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i) Glenview
Capital Management, LLC (“Glenview Capital
Management”);
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ii)
Lawrence M. Robbins (“Mr.
Robbins”).
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This
Statement relates to Shares (as defined herein) held for the accounts of
Glenview Capital Partners, L.P., a Delaware limited partnership (“Glenview
Capital Partners”), Glenview Capital Master Fund, Ltd., a Cayman Islands
exempted company (“Glenview Capital Master Fund”), Glenview Institutional
Partners, L.P., a Delaware limited partnership (“Glenview Institutional
Partners”), GCM Little Arbor Master Fund, Ltd., a Cayman Islands exempted
company (“GCM Little Arbor Master Fund”), GCM Little Arbor Institutional
Partners, L.P., a Delaware limited partnership (“GCM Little Arbor Institutional
Partners”), GCM Little Arbor Partners, L.P., a Delaware limited partnership
(“GCM Little Arbor Partners”), GCM Opportunity Fund, L.P., a Delaware limited
partnership (“GCM Opportunity Fund”), Glenview Capital Opportunity Fund, L.P., a
Delaware limited partnership (“Glenview Capital Opportunity Fund”) and Glenview
Offshore Opportunity Master Fund, Ltd., a Cayman Islands exempted company
(“Glenview Offshore Opportunity Master Fund”).
Glenview
Capital Management serves as investment manager to each of Glenview Capital
Partners, Glenview Capital Master Fund, Glenview Institutional Partners, GCM
Little Arbor Master Fund, GCM Little Arbor Institutional Partners, GCM Little
Arbor Partners, GCM Opportunity Fund, Glenview Capital Opportunity Fund and
Glenview Offshore Opportunity Master Fund. In such capacity, Glenview
Capital Management may be deemed to have voting and dispositive power over the
Shares held for such accounts. Mr. Robbins is the Chief Executive
Officer of Glenview Capital Management.
Page 5 of 10 Pages
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Item
2(b).
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Address
of Principal Business Office or, if None, Residence:
The
address of the principal business office of each of Glenview Capital
Management and Mr. Robbins is 767 Fifth Avenue,
44th
Floor, New York, New York 10153.
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Item
2(c).
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Citizenship:
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i) Glenview
Capital Management is a Delaware limited liability
company;
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ii)
Mr. Robbins is a citizen of the United States of
America.
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Item
2(d).
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Title
of Class of Securities:
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Common
Stock (the “Shares”)
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Item
2(e).
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CUSIP
Number:
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G96655108
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Item
3.
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If
This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or
(c),
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Check
Whether the Person Filing is a:
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This
Item 3 is not applicable.
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Item
4.
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Ownership:
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Item
4(a)
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Amount
Beneficially
Owned:
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As of
December 31, 2008, each of Glenview Capital Management and Mr. Robbins may be
deemed to be the beneficial owner of 8,082,595 Shares. This amount
consists of: (A) 229,100 Shares held for the account of Glenview Capital
Partners; (B) 4,194,738 Shares held for the account of Glenview Capital Master
Fund; (C) 1,634,900 Shares held for the account of Glenview Institutional
Partners; (D) 345,750 Shares held for the account of GCM Little Arbor
Master Fund; (E) 35,860 Shares held for the account of GCM Little Arbor
Institutional Partners; (F) 6,090 Shares held for the account of GCM Little
Arbor Partners; (G) 30,051 Shares held for the account of GCM Opportunity
Fund; (H) 692,922 Shares held for the account of Glenview Capital
Opportunity Fund and (I) 913,184 Shares held for the account of Glenview
Offshore Opportunity Master Fund.
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Item 4(b)
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Percent of
Class:
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The
number of Shares of which each of Glenview Capital Management and Mr. Robbins
may be deemed to be the beneficial owner constitutes approximately 4.86% of the
total number of Shares outstanding (based upon information provided by the
Issuer in its most recently-filed quarterly report on Form 10-Q, there were
166,328,179 shares outstanding as of October 31, 2008).
Page 6 of 10 Pages
Item
4(c) Number
of Shares of which such person has:
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Glenview
Capital Management and Mr. Robbins:
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(i)
Sole power to vote or direct the vote:
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0
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(ii)
Shared power to vote or direct the vote:
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8,082,595
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(iii)
Sole power to dispose or direct the disposition of:
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0
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(iv)
Shared power to dispose or direct the disposition of:
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8,082,595
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Item
5.
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Ownership
of Five Percent or Less of a Class:
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If
this statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
/X/.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person:
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This
Item 6 is not applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company:
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See
disclosure in Item 2 hereof.
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Item
8.
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Identification
and Classification of Members of the Group:
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This
Item 8 is not applicable.
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Item
9.
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Notice
of Dissolution of Group:
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This
Item 9 is not applicable.
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Item
10.
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Certification:
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By
signing below each of the Reporting Persons certifies that, to the best of
their knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or
effect. |
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Page 7 of 10 Pages
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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GLENVIEW
CAPITAL MANAGEMENT, LLC
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Date:
February 17, 2009
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By:
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/s/ Mark J. Horowitz | |
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Mark J. Horowitz, attorney-in-fact
for
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Lawrence M. Robbins, individually
and
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| as Chief Operating Officer and | |||
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General
Counsel of
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Glenview
Capital Management, LLC
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Page 8 of 10 Pages
EXHIBIT
INDEX
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Ex.
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Page
No.
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A
|
Joint
Filing Agreement, dated February 17, 2009 by Glenview Capital Management,
LLC
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9
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| B | Power of Attorney, dated February 10, 2009 by Lawrence M. Robbins | 10 |
Page 9
of 10 Pages
EXHIBIT
A
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the statement on Schedule 13G with respect to the
Common Stock of Willis Group Holdings Limited dated as of February 17,
2009 is, and any amendments thereto (including amendments on Schedule 13D)
signed by each of the undersigned shall be, filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended.
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GLENVIEW
CAPITAL MANAGEMENT, LLC
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Date:
February 17, 2009
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By:
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/s/
Mark J. Horowitz
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Mark
J. Horowitz, attorney-in-fact for
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Lawrence
M. Robbins, individually and
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as
Chief Operating Officer and
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General
Counsel of
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Glenview
Capital Management, LLC
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Page 10
of 10 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, Lawrence M. Robbins,
hereby make, constitute and appoint Mark J. Horowitz, acting individually, as my
agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal capacity or (b) in my capacity as Chief Executive Officer or in other
capacities of Glenview Capital Management, LLC, a Delaware limited liability
company, and each of its affiliates or entities advised or controlled by me or
Glenview Capital Management, LLC, all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with or delivered
to any foreign or domestic governmental or regulatory body or required or
requested by any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or disposition of
securities, futures contracts or other investments, and any other documents
relating or ancillary thereto, including, without limitation, all documents
relating to filings with the United States Securities and Exchange Commission
(the "SEC") pursuant to the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended (the "Act"), and the rules and
regulations promulgated thereunder, including, without limitation: (1) all
documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act,
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are
hereby ratified and confirmed.
This Power of Attorney shall remain in effect until revoked, in writing, by
the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney,
this 10th day of February 2009.
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/s/
Lawrence M. Robbins
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Lawrence
M. Robbins
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