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): May 28, 2008
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 May 28, 2008, Willis Group Holdings Limited, Willis North America Inc. and
Willis of New York, Inc. (collectively, the "Company") entered into the Fourth
Amendment (the "Fourth Amendment") to the Assurance of Discontinuance, as
amended (the "AOD"), with the Attorney General of the State of New York and the
Superintendent of Insurance of the State of New York (the "Superintendent"). The
Fourth Amendment amends the AOD to permit the Company to acquire insurance
brokerage companies and entities that currently accept contingent compensation
and phase-out contingent compensation from the newly acquired entities on
business placed on behalf of existing clients over a three year period,
consistent with the terms and conditions of the AOD. As amended by the Fourth
Amendment, the AOD provides that the Company, in connection with its
acquisitions of brokerage companies, will be allowed to transition such regional
and local brokerage companies from their current compensation practices to a
transparent, clear, and conflict-free compensation practice.
In addition, on May 29, 2008 the Company was granted relief from the requirement
under Paragraph 21 of the AOD to file annual insurer compensation reports with
the Superintendent.
A copy of the Fourth Amendment is attached hereto as Exhibit 10.1 and is
incorporated herein by reference. The Company filed a copy of the Assurance of
Discontinuance as Exhibit 10.25 to Form 10-Q dated May 6, 2005. The Company
filed a copy of the Second Amendment to the Assurance of Discontinuance as
Exhibit 10.1 to Form 8-K dated August 31, 2006. The Company filed a copy of the
Third Amendment to the Assurance of Discontinuance as Exhibit 10.1 to Form 8-K
dated August 22, 2008.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Fourth Amendment dated May 28, 2008 to the Assurance of
Discontinuance dated April 8, 2005, as amended, with the Attorney General of the
State of New York and the Superintendent of Insurance of the State of New York
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: June 3, 2008 By: \s\ Adam G. Ciongoli
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Name: Adam G. Ciongoli
Title: General Counsel
EXHIBIT INDEX
Exhibit No. Description
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10.1 Fourth Amendment dated May 28, 2008 to the Assurance of
Discontinuance dated April 8, 2005, as amended, with the
Attorney General of the State of New York and the
Superintendent of Insurance of the State of New York