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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): May 4, 2005
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 8. 01 Other Events
On May 4, 2005 Willis Group Holdings Limited (WGHL) issued a press release
announcing that Chairman and Chief Executive Officer Joe Plumeri has adopted a
pre-arranged, personal trading plan in accordance with guidelines specified by
Rule 10b5-1 under the Securities Exchange Act of 1934. The press release is
attached as Exhibit 99.1 hereto.
Rule 10b5-1 permits insiders to sell fixed portions of their holdings over a
designated period of time by establishing pre-arranged written plans at a time
when they are not in possession of material non-public information.
Mr. Plumeri's Rule 10b5-1 plan authorizes his stockbroker to sell 2,350,000
shares of his Willis common stock in installments commencing in June 2005. After
giving effect, Mr. Plumeri will continue to hold approximately 2.4 million
shares and options of Willis common stock.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release of WGHL dated May 4, 2005
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: May 4, 2005 By: /s/ William P. Bowden, Jr.
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Name: William P. Bowden, Jr.
Title: General Counsel
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of WGHL dated May 4, 2005
Exhibit 99.1
Willis Group Chairman and CEO Adopts 10b5-1 Share Trading Plan
NEW YORK--(BUSINESS WIRE)--May 4, 2005--Willis Group Holdings
Limited (NYSE: WSH), the global insurance broker, announced today that
Chairman and Chief Executive Officer Joe Plumeri has adopted a
pre-arranged, personal trading plan in accordance with guidelines
specified by Rule 10b5-1 under the Securities Exchange Act of 1934.
Rule 10b5-1 permits insiders to sell fixed portions of their
holdings over a designated period of time by establishing pre-arranged
written plans at a time when they are not in possession of material
non-public information.
In the Company's 2005 Proxy Statement, the Compensation Committee
of the Company's Board of Directors indicated that, although Willis
utilizes its stock and options as a significant element of
compensation for employees, the Committee has encouraged Mr. Plumeri
and other Executive Officers to consider regularly disposing of
portions of their Willis stock in order to diversify their assets.
Mr. Plumeri's Rule 10b5-1 plan, effective today, authorizes his
stockbroker to sell 2,350,000 shares of his Willis common stock in
installments commencing in June 2005. After giving effect, Mr. Plumeri
will continue to hold approximately 2.4 million shares and options 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
15,800 associates serves clients in some 180 countries. Additional
information on Willis may be found on its web site www.willis.com.
This press release may contain certain statements relating to
future results, which are forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially
from historical results or those anticipated, depending on a variety
of factors such as general economic conditions in different countries
around the world, fluctuations in global equity and fixed income
markets, changes in premium rates, the competitive environment and the
actual cost of resolution of contingent liabilities. Further
information concerning the Company and its business, including factors
that potentially could materially affect the Company's financial
results are contained in the Company's filings with the Securities and
Exchange Commission.
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