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 23, 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 1.01. Entry into a Material Definitive Agreement.
On November 23, 2004, Willis Group Holdings Limited ("WGHL"), Willis Group
Services Limited ("WGSL"), TAI Limited and Willis Group Limited entered into an
Agreement for Lease ("Agreement") with The British Land Company plc, Formcash
Limited, and Union Property Holdings (London) Limited, pursuant to which WGSL
will relocate its UK headquarters to the 320,000 square foot, state-of-the-art
facility to be built at 51 Lime Street, London and also manage the building.
WGHL has the right to enter into subleases under the Agreement. TAI Limited and
Willis Group Limited have guaranteed WGSL's obligations under the Agreement.
WGHL has the right to terminate the Agreement if certain construction milestones
are not met by the agreed-upon target dates.
A copy of the Press Release announcing the execution of the Agreement 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 23, 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 23, 2004