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 16, 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.
As previously announced, on July 26, 2006, the Board of Directors of Willis
Group Holding Limited ("Willis") authorized the repurchase of up to $1.0 billion
of Willis' common shares. Purchases may be made from time to time in the open
market or through negotiated sales with persons who are not affiliates of
Willis. After the transaction described below, Willis remains authorized to
repurchase from time to time up to $789 million of its shares pursuant to the
pre-existing authority.
Pursuant to that authorization, on November 16, 2006, Willis entered into
an accelerated share repurchase agreement (the "Confirmation") with Lehman
Brothers Finance S.A. ("Lehman Brothers") to purchase from Lehman Brothers
approximately 3.8 million shares of its common stock pursuant to a private
transaction for an initial aggregate purchase price of $150 million.
Under the Confirmation dated November 16, 2006, which contains the
principal terms and provisions governing the program between Willis and Lehman
Brothers, the repurchased shares are subject to a price adjustment based on the
volume weighted average share price ("VWAP") of Willis' common stock during the
term of the program. Willis expects the program to be completed in February of
2007, although in certain limited circumstances the completion date may be
accelerated or delayed. The repurchased shares will be recorded as a reduction
in shareholders' equity on Willis' Consolidated Balance Sheet and will be
retired on or before the completion of the program. In addition, the
Confirmation contains other terms governing the program, including, but not
limited to, the mechanism used to determine the final settlement of the
transaction, the settlement method, the specific circumstances under which
Lehman Brothers is permitted to make adjustments to valuation periods, the
specific circumstances under which the program may be terminated early
(including mergers, tender offers, and certain other events), definitions of
terms used throughout the Confirmation, and various acknowledgements,
representations and warranties made by Willis and Lehman Brothers to one
another, including representations related to Rule 10b5-1 and intended
compliance with the Rule 10b-18 volume and timing guidelines. In certain
circumstances, Willis may receive from, or be required to pay, Lehman Brothers a
termination payment in the event of an early termination.
In the ordinary course of their business, Lehman Brothers and its
affiliates have engaged, and may in the future engage, in financial advisory
and/or investment banking transactions with Willis and its affiliates. They have
received and will receive customary fees and commissions for these transactions.
Item 7.01 Regulation FD Disclosure.
On November 16, 2006, Willis issued a press release announcing the
Confirmation. This press release is furnished as Exhibit 99.1 hereto. The
information contained in Exhibit 99.1 is being furnished pursuant to Item 7.01
of this Current Report on Form 8-K, and shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities under Section 18.
Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be
incorporated by reference into the filings of Willis under the Securities Act of
1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated November 16, 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: November 16, 2006 By: /s/ Patrick C. Regan
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Name: Patrick C. Regan
Title: Group Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Willis dated November 16, 2006