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): September 18, 2006
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 September 8, 2006, Willis Group Services Limited ("Willis"), a subsidiary of
Willis Group Holdings Limited (the "Company"), signed the agreement for the sale
of the Company's headquarters located at Ten Trinity Square in London (the "Sale
Agreement") to Ten Trinity Square Limited (the "Buyer"), an affiliate of the
American retail, hotel and leisure development firm Thomas Enterprises, Inc.,
and the Buyer deposited 10% of the purchase price into an escrow account on
September 18, 2006 as required under the Sale Agreement. Willis will lease back
the building until it moves into its new head office building on Lime Street in
2008. The gross proceeds, after direct selling costs, are approximately
(pound)100,000,000 (approximately $185,000,000 at current exchange rates).
The sale, which remains subject to customary closing conditions, is expected to
close on September 27, 2006. Pursuant to the terms of the Sale Agreement Willis
will receive 25% of the purchase price, including the deposit, at closing with
the balance due on November 27, 2006 with interest at a rate of 6% per annum. At
closing the Buyer will grant Willis a security interest in the property located
at Ten Trinity Square until the balance of the purchase price has been paid.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
99.1 Press Release of Willis Group Holdings Limited dated September
18, 2006
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: September 18, 2006 By: /s/ Eric R. Dinallo
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Name: Eric R. Dinallo
Title: Group General Counsel
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Willis Group Holdings Limited dated September
18, 2006