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 18, 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 18, 2004, Willis Group Holdings Limited issued a press release
announcing the exercise of the underwriters' over-allotment option to
purchase 3,000,000 shares from Profit Sharing (Overseas), Limited
Partnership, an affiliate of Kohlberg Kravis Roberts & Co. L.P., and
Fisher Capital Corp. L.L.C. in the company's secondary offering. 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 18, 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 18, 2004
EXHIBIT INDEX
Exhibit
Number Title
- ------ -----
99.1 Press Release dated March 18, 2004, of Willis Group Holdings
Limited
Exhibit 99.1
Willis Group Announces Exercise of Over-Allotment of 3,000,000
Shares in Secondary Offering
NEW YORK--(BUSINESS WIRE)--March 18, 2004--Willis Group Holdings
Limited (NYSE: WSH), the global insurance broker, announced today that
the underwriters for the company's recently completed secondary
offering have exercised in full their over-allotment option to
purchase an additional 3,000,000 shares of common stock, resulting in
an aggregate of 23,000,000 shares being sold in the secondary
offering. Profit Sharing (Overseas) and Fisher Capital Corp. L.L.C.
sold the additional shares. Upon completion of the over-allotment,
Profit Sharing (Overseas) will own approximately 5.5% of the
outstanding shares of Willis.
Citigroup, Credit Suisse First Boston and Banc of America
Securities LLC served as joint book-running managers of the offering.
A final prospectus relating to the common stock offering may be
obtained by contacting:
Citigroup
Prospectus Department
Brooklyn Army Terminal
140 58th Street, 5th Floor
Brooklyn, NY 11220
718-765-6732
Credit Suisse First Boston
Prospectus Department
One Madison Avenue
New York, NY 10010
212-325-2580
Banc of America Securities LLC
Prospectus Department
100 West 33rd Street
New York, NY 10001
646-733-4166
Willis Group Holdings 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. With over 300 offices in more than 74 countries, its global
team of 13,000 employees serves over 50,000 clients in 160 countries.
Willis has particular expertise in serving the needs of clients in
such major industries as construction, aerospace, marine and energy.
In June 2001 the Group returned to public ownership and is listed on
the New York Stock Exchange.
This announcement shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under the
securities laws of any such state. The offering of these securities is
made only by means of a prospectus.
CONTACT: Willis Group Holdings Limited
Investors:
Kerry K. Calaiaro, 212-837-0880
calaiaro_ke@willis.com
or
Media:
Nicholas Jones, +1 44 20 7488-8190
jonesnr@willis.com
or
Dan Prince, 212-837-0806
prince_da@willis.com