SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 4, 2004
WILLIS GROUP HOLDINGS LIMITED
(Exact name of Registrant as specified in Charter)
BERMUDA 001-16503 98-0352587
(Jurisdiction of incorporation (Commission File (IRS Employer
or organization) Number) Identification No.)
Ten Trinity Square
London EC3P 3AX, England
(Address of principal executive offices)
Registrant's telephone number, including area code: +44 20 7488 8111
Not Applicable
(Former name or former address, if changed since last report.)
Item 5. Other Events
On March 4, 2004, Willis Group Holdings Limited issued a press release
announcing the appointment of three independent Directors to its Board
of Directors and the adoption of new Corporate Governance Guidelines.
The press release is attached as Exhibit 99.1 hereto.
Item 7. Financial Statements and Exhibits
(c) The following document is filed as an exhibit to this report on
Form 8-K:
99.1 Press Release dated March 4, 2004, of Willis Group Holdings
Limited
.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
WILLIS GROUP HOLDINGS LIMITED
By: /s/ Mary E. Caiazzo
-------------------
Mary E. Caiazzo
Assistant General Counsel
Dated: March 9, 2004
EXHIBIT INDEX
Exhibit
Number Title
- ------ -----
99.1 Press Release dated March 4, 2004, of Willis Group Holdings Limited
Exhibit 99.1
Willis Group Holdings Adds Three Independent Directors; Adopts New
Corporate Governance Guidelines
NEW YORK--(BUSINESS WIRE)--March 4, 2004--Willis Group Holdings
Limited (NYSE:WSH), the global insurance broker, today announced
significant changes to its Board of Directors as well as the adoption
of new corporate governance guidelines. Both actions strengthen the
company as it moves into the next phase of building the world's
greatest insurance brokerage firm.
The Board changes include the resignation of three directors
associated with Kohlberg, Kravis, Roberts & Co. L.P. and the
appointment of three new directors. The transformation of the Board,
which becomes effective as of the next regular board meeting on April
21, 2004, follows KKR's recent successful sale of 24 million shares of
Willis stock, reducing its ownership to approximately 7.5% of
outstanding shares.
The three resigning directors are Henry R. Kravis, George R.
Roberts and Todd A. Fisher. Messrs. Kravis and Roberts are co-founding
partners of KKR. Mr. Fisher has been an executive of KKR since 2000.
The three new directors are Joseph A. Califano, Jr., Wendy E. Lane and
James F. McCann.
Mr. Califano, 72, has served in senior policy-making positions in
both the public and private sectors. Since 1992, he has been Chairman
of the Board and President of the National Center on Addiction and
Substance Abuse at Columbia University in New York City. Mr. Califano
has served as Adjunct Professor of Public Health at Columbia
University's Medical School and School of Public Health since 1992 and
is a member of the Institute of Medicine of the National Academy of
Sciences. Mr. Califano was senior partner of the Washington, D.C.
office of the law firm Dewey Ballantine from 1983 to 1992. Mr.
Califano served as the United States Secretary of Health, Education
and Welfare from 1977 to 1979. Mr. Califano is a director of Automatic
Data Processing, Inc. and Viacom, Inc.
Ms. Lane, 52, has been Chairman of Lane Holdings, Inc., an
investment firm, since 1992. Prior to forming Lane Holdings, Inc., Ms.
Lane was a Principal and Managing Director of Donaldson, Lufkin and
Jenrette Securities Corporation, an investment banking firm, serving
in these and other positions from 1980 to 1992. Ms. Lane is a director
of Laboratory Corporation of America, a position she has held since
1996. Ms. Lane has spoken on business ethics on numerous occasions to
senior executive and director forums and consortia at various
institutions, including Harvard Business School and Stanford Law
School.
Mr. McCann, 52, is a highly successful entrepreneur, having bought
a small New York City flower shop in 1976 and built it into
1-800-Flowers.Com, Inc. where he serves as Chairman and Chief
Executive Officer. Active in numerous business and community
organizations, Mr. McCann is on the national boards of directors of
Gateway 2000, the National Retail Federation, Boyd's Bears, and Very
Special Arts, as well as the boards of Hofstra University and
Winthrop-University Hospital.
The Board of Directors also adopted new corporate governance
guidelines, which meet the requirements of the Sarbanes-Oxley Act and
the new listing standards recently adopted by the New York Stock
Exchange. The statute and the NYSE listing standards require, among
other things, that by the time of the Company's 2004 Annual General
Meeting a majority of the Company's board be independent and that the
Board's Audit Committee, Compensation Committee and Corporate
Governance and Nominating Committee be comprised solely of independent
directors. The board reconstituted the membership of these committees
to ensure that all members are independent within the meaning of the
new requirements.
In announcing the changes, Joseph J. Plumeri, Chairman of the
Board and Chief Executive Officer of Willis said, "We are completely
committed to the highest standards of corporate governance. The
changes we have made today are part of that commitment. We very much
appreciate the invaluable service Henry Kravis, George Roberts and
Todd Fisher have provided to Willis throughout the six years of their
involvement with the Company, and we are particularly pleased that Joe
Califano, Wendy Lane, and Jim McCann have agreed to bring their
experience, energy and fresh perspective to our board. The three
individuals joining our board are each stand-outs in their own right.
Collectively, they add tremendous strength as we move into the next
phase of our mission to build the world's greatest insurance brokerage
firm."
Willis Group Holdings Limited is a leading global insurance
broker, developing and delivering professional insurance, reinsurance,
financial and human resource consulting and actuarial services to
corporations, public entities and institutions around the world. With
over 300 direct and associate offices in more than 100 countries, its
global team of 13,000 Associates serves clients in some 180 countries.
Additional information on Willis may be found on its Web site
www.willis.com.
CONTACT: Willis Group Holdings Limited
Investors:
Kerry Calaiaro, 212-837-0880
E-mail: calaiaro_ke@willis.com
or
Media:
Nick Jones, +44 20 7488-8190
E-mail: jonesnr@willis.com
or
Dan Prince, 212-837-0806
E-mail: prince_da@willis.com