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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): November 29, 2004
Willis Group Holdings Limited
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(Exact Name of Registrant as Specified in Its Charter)
Bermuda
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(State or Other Jurisdiction of Incorporation)
001-16503 98-0352587
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(Commission File Number) (IRS Employer Identification No.)
c/o Willis Group Limited
Ten Trinity Square
London EC3P 3AX, England
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(Address of Principal Executive Offices)
(44) (20) 7488-8111
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
On November 29, 2004, Willis Group Holdings Limited ("WGHL") issued a press
release (the "Press Release") announcing that Joe Plumeri, Chairman and CEO of
WGHL exercised options to purchase approximately 2.2 million shares of WGHL
common stock by surrendering approximately 0.9 million shares to pay the
exercise price and related income taxes, utilizing the cashless exercise feature
available under the option plan. A copy of the Press Release is attached as
Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release of WGHL dated November 29, 2004
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.
WILLIS GROUP HOLDINGS LIMITED
Date: November 30, 2004 By: /s/ Mary E. Caiazzo
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Name: Mary E. Caiazzo
Title: Assistant General Counsel
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of WGHL dated November 29, 2004
Exhibit 99.1
Statement from Willis Group Holdings on Executive Exercising Stock Options
NEW YORK--(BUSINESS WIRE)--Nov. 29, 2004--Joe Plumeri, Chairman and CEO of
Willis Group Holdings (NYSE : WSH), today exercised options to purchase
approximately 2.2 million shares of Willis common stock by surrendering
approximately 0.9 million shares to pay the exercise price and related income
taxes, utilizing the cashless exercise feature available under the option plan.
The surrendered shares were sold in a block trade transaction by Citigroup. Mr.
Plumeri received no proceeds of the block trade transaction.
The purpose of the transaction was to convert non-yielding stock options
into the underlying dividend-yielding stock. After giving effect to the cashless
exercise transaction, Mr. Plumeri will hold approximately 4.6 million shares of
Willis common stock.
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. With over 300 offices in some
80 countries, its global team of 14,500 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 K. Calaiaro, 212-837-0880
calaiaro_ke@willis.com
or
Media:
Dan Prince, 212-837-0806
prince_da@willis.com