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): December 1, 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))
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Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans.
On December 1, 2008, Willis Group Holdings Limited ("Willis") sent a notice to
its directors and executive officers informing them of a blackout period that is
being imposed in connection with the merger of the HRH Retirement Savings Plan
(the "HRH Plan") into the Willis 401(k) Retirement Savings Plan effective
January 1, 2009 (the "Merger").
Willis' directors and executive officers were informed that a blackout period
with respect to the HRH Plan is expected to begin at 4:00 p.m., Eastern Time, on
December 30, 2008, and expected to end during the week of January 4, 2009. The
blackout period for HRH Plan transactions is being implemented in connection
with the Merger. The HRH blackout period is necessary for the HRH Plan's trustee
to process and implement the Merger. During the HRH blackout period participants
in the HRH Plan will be temporarily unable to (1) direct or diversify
investments in their individual account, (2) take distributions (including final
distributions) of money invested in the HRH Plan, and (3) take loans of money
under the HRH Plan.
Since the HRH blackout period may last for more than three business days,
there must be a corresponding blackout period applicable to directors and
executive officers of Willis. Pursuant to the requirements of Section 306 of the
Sarbanes-Oxley Act of 2002, during this corresponding trading blackout period,
Willis directors and executive officers will be generally prohibited from
engaging in transactions involving Willis common shares and related equity
securities acquired in connection with their service to Willis.
A copy of the trading blackout notice to Willis' directors and executive
officers, which includes the information specified in Rule 104(b) of Regulation
BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
During the trading blackout period and for a period of two years after the
ending date of the trading blackout period, security holders or other interested
persons may obtain, without charge, information about the actual beginning and
ending dates of the trading blackout period by contacting Shaun Bryant at +44
(0)20 3124 7146, to whom all inquiries regarding the trading blackout period
should be directed.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
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99.1 Important Notice Concerning Limitations on Your Trading in
Willis Group Holdings Limited Securities During Special Blackout
Period, dated December 1, 2008
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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: December 1, 2008
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
99.1 Important Notice Concerning Limitations on Your Trading in
Willis Group Holdings Limited Securities During Special Blackout
Period, dated December 1, 2008
4