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 11, 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
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London EC3P 3AX, England
(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 November 9, 2005, Willis Group Holdings Limited, a Bermuda company
(the "Company"), entered into an Underwriting Agreement (the "Underwriting
Agreement"), with Citigroup Global Markets Inc. and Lehman Brothers Inc.
(collectively, the "Underwriters"), and Profit Sharing (Overseas), Limited
Partnership and Fisher Capital Corp. L.L.C. (the "Selling Stockholders"), with
respect to the offer and sale by the Selling Stockholders, and the purchase by
the Underwriters, of 6,100,000 shares of common stock, par value $0.000115 per
share, at a price of $36.41 per share. Concurrently with the offering, the
Company entered into a Repurchase Agreement, dated November 9, 2005 (the
"Repurchase Agreement"), with the Selling Stockholders, with respect to the
purchase by the Company of 1,500,000 shares directly from the Selling
Stockholders in a private transaction at $36.00, the net price per share to be
received by the Selling Stockholders in the underwritten offering.
The Underwriting Agreement and the Repurchase Agreement are filed
herewith as Exhibits 1.1 and 10.1, respectively.
On November 8, 2005, the Company issued the press release included as
Exhibit 99.1 to this Current Report on Form 8-K.
On November 9, 2005, the Company issued the press release included as
Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
1.1 Underwriting Agreement, between the Company, the Underwriters and
the Selling Stockholders, dated November 9, 2005
10.1 Repurchase Agreement, between the Company and the Selling
Stockholders, dated November 9, 2005
99.1 Press Release of the Company, dated November 8, 2005
99.2 Press Release of the Company, dated November 9, 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: November 11, 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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1.1 Underwriting Agreement, between the Company, the Underwriters and
the Selling Stockholders, dated November 9, 2005
10.1 Repurchase Agreement, between the Company and the Selling
Stockholders, dated November 9, 2005
99.1 Press Release of the Company, dated November 8, 2005
99.2 Press Release of the Company, dated November 9, 2005