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): July 27, 2005 Willis Group Holdings Limited - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Bermuda - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 001-16503 98-0352587 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) c/o Willis Group Limited Ten Trinity Square London EC3P 3AX, England - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (44) (20) 7488-8111 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable - -------------------------------------------------------------------------------- (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 July 27, 2005 Willis Group Holdings Limited issued a press release announcing that the Board of Directors approved an increase in the Company's existing common share buyback authorization from $300 million to $500 million. The press release is attached as Exhibit 99.1 hereto. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release of WGHL dated July 27, 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: July 27, 2005 By: /s/ William P. Bowden, Jr. -------------------------- Name: William P. Bowden, Jr. Title: General Counsel
EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release of WGHL dated July 27, 2005
Exhibit 99.1 Willis Group Increases Stock Buyback Authorization and Declares Regular Quarterly Dividend NEW YORK--(BUSINESS WIRE)--July 27, 2005--Willis Group Holdings Limited (NYSE: WSH), the global insurance broker, today announced that the Board of Directors approved an increase in the Company's existing common share buyback authorization from USD300 million to USD500 million. The buyback is an open-ended plan to purchase, from time to time in the open market or through negotiated trades with persons who are not affiliates of the Company, shares of the Company's common stock. Separately, the Board of Directors declared a regular quarterly cash dividend on the Company's common stock of USD0.215 per share, an annual rate of USD0.86 per share. The dividend is payable on October 14, 2005 to shareholders of record on September 30, 2005. 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 over 100 countries, its global team of 15,800 Associates serves clients in 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, +1 212-837-0880 Email: kerry.calaiaro@willis.com or Media: Dan Prince, +1 212-837-0806 Email: daniel.prince@willis.com