UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 13, 2008
Willis Group Holdings Limited
(Exact name of registrant as specified in its charter)
Bermuda 93-0352587
(Country of incorporation) (I.R.S. Employer Identification No.)
c/o Willis Group Limited
51 Lime Street
London EC3M 7DQ, England
(Address of principal executive offices including zip code)
Registrant's telephone number, including area code: (011) 44-20-3124-6000
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:
|_| 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 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans.
As previously disclosed, on September 16, 2008, Willis Group Holdings Limited
("Willis") sent a notice to its directors and executive officers informing them
that a blackout period would be imposed in connection with the acquisition by
Willis of Hilb Rogal & Hobbs Company ("HRH") by means of a merger. The notice
explained that that a blackout period with respect to the Hilb Rogal & Hobbs
Retirement Savings Plan (the "Plan") was expected to begin on September 23, 2008
and end on October 13, 2008, in order to allow the Plan's trustee to process and
implement participants' instructions with respect to the election of merger
consideration. The notice provided that a corresponding blackout period
applicable to the Willis directors and executive officers would, in respect of
shares of Willis common stock and related equity securities, commence on the
date of the closing of the merger and continue through the date of termination
of the Plan blackout period. During such period the Willis directors and
executive officers would be generally prohibited from engaging in transactions
involving shares of Willis common stock and related equity securities acquired
in connection with their service to Willis. The merger closed on October 1,
2008.
The blackout period was extended to 12:00 p.m., Eastern Time, on October 17,
2008, as a result of the Plan trustee requiring additional time to exchange the
shares of HRH common stock in the Plan for shares of Willis common stock and/or
cash. Willis' directors and executive officers were otherwise generally
prohibited from engaging in transactions involving shares of Willis common stock
and related equity securities during the extended blackout period pursuant to
Willis' policy for dealing in securities and on November 5, 2008 Willis notified
its directors and executive officers of the blackout period termination.
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SIGNATURE
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
By: /s/ Adam G. Ciongoli
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Name: Adam G. Ciongoli
Title: General Counsel
Date: November 5, 2008
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