AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 2002
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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WILLIS GROUP HOLDINGS LIMITED
(Exact Name of Registrant as Specified in its Charter)
BERMUDA 6411 NONE
(State or Other Jurisdiction (Primary Standard (I.R.S. Employer
of Industrial Identification Number)
Incorporation or Organization) Classification Code Number)
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CEDAR HOUSE
41 CEDAR AVENUE
HAMILTON HM 12, BERMUDA
(441) 295-2244
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
WILLIAM P. BOWDEN, JR.
WILLIS GROUP HOLDINGS LIMITED
7 HANOVER SQUARE
NEW YORK, NEW YORK 10004
(212) 344-8888
(Name, Address, Including Zip Code and Telephone Number,
Including Area Code, of Agent For Service)
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WITH COPIES TO:
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EDWARD P. TOLLEY III, ESQ. D. COLLIER KIRKHAM, ESQ.
SIMPSON THACHER & BARTLETT CRAVATH, SWAINE & MOORE
425 LEXINGTON AVENUE 825 EIGHTH AVENUE
NEW YORK, NEW YORK 10017 NEW YORK, NEW YORK 10019
(212) 455-2000 (212) 474-1000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /X/ 333-87662.
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earliest effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. / /
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PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE AGGREGATE OFFERING AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE PRICE REGISTRATION FEE(1)
Common Stock, par value $0.000115 per
share................................ 3,783,500 shares(2) $28.25 $106,883,875 $9,833.32
(1) The Registrant currently has a credit of $30,648.70 in its account for use
towards SEC filings and a portion of such credit will be applied towards the
registration fee for this filing.
(2) Includes the 567,525 shares which the underwriters have the option to
purchase from certain of the selling shareholders solely to cover
over-allotments.
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EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed with respect to the registration
of additional shares of Common Stock, par value $0.00115 per share, of Willis
Group Holdings Limited, a company with limited liability organized under the
laws of Bermuda, pursuant to Rule 462(b) under the Securities Act of 1933, as
amended. The contents of the earlier effective registration statement (File
No. 333-87662) are incorporated in this registration statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
All the exhibits filed with or incorporated by reference in Registration
No. 333-87662 are incorporated by reference into, and shall be deemed part of
this registration statement, except:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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5.1......... Opinion of Appleby Spurling & Kempe (filed herewith).
23.1........ Consent of Deloitte & Touche (filed herewith)
23.2........ Consent of Appelby Spurling & Kempe (included in Exhibit
5.1)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds that it meets all of the
requirements for filing on Form F-1 and has duly caused this Registration
Statement on Form F-1 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, Country of United States, on May 15,
2002.
WILLIS GROUP HOLDINGS LIMITED
By: /s/ WILLIAM P. BOWDEN, JR.
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Name: William P. Bowden, Jr.
Title: General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on May 15, 2002.
NAME TITLE
---- -----
*
--------------------------------- Executive Chairman and Director
Joseph J. Plumeri (principal executive officer)
*
--------------------------------- Chief Financial Officer
Thomas Colraine (principal accounting officer)
*
--------------------------------- Director
Henry R. Kravis
*
--------------------------------- Director
George R. Roberts
*
--------------------------------- Director
Perry Golkin
*
--------------------------------- Director
Todd A. Fisher
*
--------------------------------- Director
Scott C. Nuttall
*
--------------------------------- Director
James R. Fisher
*
--------------------------------- Director
Paul M. Hazen
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NAME TITLE
---- -----
/s/ WILLIAM P. BOWDEN, JR.
--------------------------------- Authorized U.S. Representative
William P. Bowden, Jr.
*By: /s/ WILLIAM P. BOWDEN, JR.
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William P. Bowden, Jr.
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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5.1......... Opinion of Appleby Spurling & Kempe (filed herewith).
23.1........ Consent of Deloitte & Touche (filed herewith)
23.2........ Consent of Appelby Spurling & Kempe (included Exhibit 5.1)
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EXHIBIT 5.1
[Letterhead of Appleby Spurling & Kempe]
15 May 2001
The Bank of New York
as Transfer Agent and U.S. Branch Registrar
1 Wall Street
New York, NY 10286
USA
Dear Sirs
WILLIS GROUP HOLDINGS LIMITED (THE "COMPANY")
We have acted as Bermuda counsel to the Company, and this opinion as to
Bermuda law is addressed to you in connection with the filing by the Company
with the United States Securities and Exchange Commission under the Securities
Act of 1933, as amended, of a Registration Statement on Form F-1 (Registration
No. 333-87622) and related documents and the Registration Statement on Form F-1
filed pursuant to Rule 462(b) (together, the "Registration Statements") in
relation to the sale by certain shareholders of the Company (the "Shareholders")
of 19,290,000 of the issued common shares of the Company, US$0.000115 par value
per share (the "Shares"), held by them. The underwriters have been granted an
option to purchase up to 2,893,500 additional shares from the Shareholders to
cover over allotments.
For the purposes of this opinion we have examined and relied upon the
documents listed, and in some cases defined, in the Schedule to this opinion
(the "Documents").
Unless otherwise defined herein or in the Schedule to this opinion, terms
defined in the Registration Statements have the same meanings when used in this
opinion.
ASSUMPTIONS
In stating our opinion we have assumed:
(a) the authenticity, accuracy and completeness of all Documents submitted
to us as originals and the conformity to authentic original Documents of
all Documents submitted to us as certified, conformed, notarised, faxed
or photostatic copies;
(b) the genuineness of all signatures on the Documents;
(c) the authority, capacity and power of each of the persons signing the
Documents which we have reviewed (other than the Company or its Directors
or Officers);
(d) that any statements of fact or law, other than as to Bermuda law, made
in any of the Documents are true, accurate and complete;
(e) that the records which were the subject of the Company Search were
complete and accurate at the time of such search and disclosed all
information which is material for the purposes of this opinion and such
information has not since the date of the Company Search been materially
altered;
(f) that the records which were the subject of the Litigation Search were
complete and accurate at the time of such search and disclosed all
information which is material for the purposes of this opinion and such
information has not since the date of the Litigation Search been
materially altered;
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(g) that there are no provisions of the laws or regulations of any
jurisdiction other than Bermuda which would be contravened by the
transfer of the Shares or which would have any implication in relation to
the opinion expressed herein and that, in so far as any obligation to be
performed or action to be taken as described in the Registration
Statements is required to be performed or taken in any jurisdiction
outside Bermuda, the performance of such obligation or the taking of such
action will constitute a valid and binding obligation of each of the
parties thereto under the laws of that jurisdiction and will not be
illegal by virtue of the laws of that jurisdiction; and
(h) that the Resolutions are in full force and effect, have not been
rescinded, either in whole or in part, and accurately record the
resolutions passed by the Board of Directors of the Company in a meeting
which was duly convened and at which a duly constituted quorum was
present and voting throughout and that there is no matter affecting the
authority of the Directors not disclosed by the Constitutional Documents,
the Company Search, the Litigation Search, or the Resolutions, which
would have any adverse implication in relation to the opinions expressed
herein.
OPINION
Based upon and subject to the foregoing and subject to the reservations set
out below and to any matters not disclosed to us, we are of the opinion that:
(1) The Company is an exempted company validly organised and existing and in
good standing under the laws of Bermuda.
(2) All necessary corporate action required to have been taken by the
Company in connection with the original issuance by the Company of the
Shares, and all necessary corporate action required to be taken by the
Company in connection with the transfer of the Shares by the
Shareholders, pursuant to Bermuda law, has been taken by or on behalf of
the Company, and all necessary approvals of Governmental authorities in
Bermuda were duly obtained for the original issuance by the Company of
the Shares and have been duly obtained for the transfer by the
Shareholders of the Shares.
(3) Based solely upon the entries in the Share Registrar of the Company, the
shares are validly issued, fully paid and non-assessable shares in the
capital of the Company.
(4) There are no taxes, duties or other charges payable to or chargeable by
the Government of Bermuda, or any authority or agency thereof in respect
of the transfer of the Shares.
RESERVATIONS
We have the following reservations:
(a) We express no opinion as to any law other than Bermuda law and none of
the opinions expressed herein relates to compliance with or matters
governed by the laws of any jurisdiction except Bermuda. This opinion is
limited to Bermuda law as applied by the courts of Bermuda at the date
hereof.
(b) In paragraph (1) above, the term "good standing" means only that the
Company has received a Certificate of Compliance from the Registrar of
Companies in Hamilton Bermuda which confirms that the Company has neither
failed to make any filing with any Bermuda governmental authority nor to
pay any Bermuda government fee or tax, which might make it liable to be
struck off the Registrar of Companies and thereby cease to exist under
the laws of Bermuda.
(c) Any reference in this opinion to shares being "non-assessable" shall
mean, in relation to fully paid shares of the Company and subject to any
contrary provision in any agreement in writing
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between such company and the holder of such shares, that no shareholder
shall be bound by an alteration to the Memorandum of Association or
Bye-laws of the Company after the date on which he became a shareholder,
if and so far as the alteration requires him to take, or subscribe for
additional shares, or in any way increases his liability to contribute to
the share capital of, or otherwise to pay money to, the Company.
(d) Searches of the Register of Companies at the office of the Registrar of
Companies and of the Supreme Court Causes Book at the Registry of the
Supreme Court are not conclusive and it should be noted that the Register
of Companies and the Supreme Court Causes Book do not reveal:
(i) details of matters which have been lodged for filing or registration
which as a matter of general practice of the Registrar of Companies
would have or should have been disclosed on the public file but have
not actually been registered or to the extent that they have been
registered have not been disclosed or do not appear in the public
records at the date and time the search is concluded; or
(ii) details of matters which should have been lodged for registration
but have not been lodged for registration at the date the search is
concluded.
(e) In order to issue this opinion we have carried out the Company Search as
referred to in the Schedule to this opinion and have not enquired as to
whether there has been any change since the date of such search.
(f) In order to issue this opinion we have carried out the Litigation Search
as referred to in the Schedule to this opinion and have not enquired as
to whether there has been any change since the date of such search.
(g) Where an obligation is to be performed in a jurisdiction other than
Bermuda, the courts of Bermuda may refuse to enforce it to the extent
that such performance would be illegal under the laws of, or contrary to
public policy of, such other jurisdiction.
DISCLOSURE
This opinion is addressed to you in connection with the filing by the
Company of the Registration Statements with the United States Securities and
Exchange Commission and is not to be made available to, or relied on by any
other person or entity, or for any other purpose, without our prior written
consent.
This opinion is addressed to you solely for your benefit and is neither to
be transmitted to any other person, nor relied upon by any other person or for
any other purpose nor quoted or referred to in any public document nor filed
with any governmental agency or person, without our prior written consent,
except as may be required by law or regulatory authority. We hereby consent to
the filing of this opinion as Exhibit 5.1 to the Registration Statement on
Form F-1 filed pursuant to Rule 462(b). Further, this opinion speaks as of its
date and is strictly limited to the matters stated herein and we assume no
obligation to review or update this opinion if applicable laws or the existing
facts or circumstances should change.
This opinion is governed by and is to be construed in accordance with
Bermuda law. It is given on the basis that it will not give rise to any legal
proceedings with respect thereto in any jurisdiction other than Bermuda.
Yours faithfully
/s/ Appleby Spurling & Kempe
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SCHEDULE
1. Certified copies of the Memorandum of Association and
Bye-Laws of the Company (collectively referred to as the
"Constitutional Documents").
2. A copy of the Registration Statements.
3. A copy of the permission dated 9 May 2002 given by the
Bermuda Monetary Authority under the Exchange Control Act
1972 and related regulations for the free transferability of
the Shares.
4. The entries and filings shown in respect of the Company on
the file of the Company maintained in the Register of
Companies at the office of the Registrar of Companies in
Hamilton, Bermuda, as revealed by a search on 13 May 2002
(the "Company Search").
5. The entries and filings shown in respect of the Company in
the Supreme Court Causes Book maintained at the Registry of
the Supreme Court in Hamilton, Bermuda, as revealed by a
search on 13 May 2002 in respect of the Company (the
"Litigation Search").
6. A Certificate of Compliance, dated 13 May 2002 issued by the
Registrar of Companies in respect of the Company.
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EXHIBIT 23.1
[LETTERHEAD OF DELOITTE & TOUCHE]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Willis Group Holdings Limited on Form 462(b) of our report dated February 5,
2000, which appears in Registration Statement No. 333-87662 of Willis Group
Holdings Limited on Form F-1 dated May 15, 2002.
/s/ Deloitte & Touche
Deloitte & Touche
London, England
May 15, 2002
