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): August 31, 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 August 31, 2006, Willis Group Holdings Limited ("Willis"), Willis North
America Inc. and Willis of New York, Inc. (collectively, the "Company") entered
into an amendment (the "AOD") to the Assurance of Discontinuance (the "AOD")
with the Attorney General of the State of New York and the Superintendent of
Insurance of the State of New York. The Amendment amends the AOD to clarify the
permissible means by which the Company may act and be compensated as a managing
general agent. A copy of the Amendment is attached hereto as Exhibit 10.1 and is
incorporated herein by reference. Willis filed a copy of the AOD as Exhibit
10.25 to Form 10-Q dated May 6, 2005.
Item 8.01. Other Events.
A copy of the Press Release announcing the Amendment to the AOD is attached as
Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Amendment dated August 31, 2006 to the Assurance of Discontinuance
dated April 8, 2005, with the Attorney General of the State of New York and the
Superintendent of Insurance of the State of New York
99.1 Press Release of Willis Group Holdings Limited dated September 1,
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 1, 2006 By: /s/ Eric R. Dinallo
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Name: Eric R. Dinallo
Title: General Counsel
EXHIBIT INDEX
Exhibit No. Description
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10.1 Amendment dated August 31, 2006 to the Assurance of Discontinuance
dated April 8, 2005, with the Attorney General of the State of New
York and the Superintendent of Insurance of the State of New York
99.1 Press Release of Willis Group Holdings Limited dated September 1,
2006
EXHIBIT 10.1
AMENDMENT #2
TO THE ASSURANCE OF DISCONTINUANCE PURSUANT TO EXECUTIVE LAW ss. 63(15) BETWEEN
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK AND WILLIS GROUP HOLDINGS LTD,
WILLIS NORTH AMERICA INC., AND WILLIS OF NEW YORK, INC. (collectively "WILLIS")
DATED APRIL 7, 2005 (hereinafter, the "Assurance") and
AMENDMENT #1
TO THE STIPULATION ENTERED INTO BY THE NEW YORK INSURANCE DEPARTMENT WITH WILLIS
AND CERTAIN WILLIS AFFILIATES AS SPECIFIED THEREIN (collectively "WILLIS GROUP")
DATED APRIL 8, 2005 (hereinafter, the "Stipulation")
WHEREAS, the parties recognize that part of Willis's business is to act
as a managing general agent or underwriting manager for insurance carriers; and
WHEREAS, the parties have agreed to amend the Assurance to clarify the
permissible means by which Willis may act and be compensated as a managing
general agent or underwriting manager;
NOW, THEREFORE, the parties hereby agree that the Assurance shall be
clarified and amended as follows:
1. Paragraph 7 of the Assurance is hereby amended, such that the following
shall be added after the second sentence of Paragraph 7:
"The parties agree that the preceding two sentences shall not apply to
MGA Compensation, which Willis may receive when and to the extent it
acts as an MGA.
As used herein,
(a) Willis shall be acting as an "MGA" when: (i) Willis has been
appointed by an insurer as a managing general agent or an underwriting
manager, to be the insurer's representative in connection with the
management of such insurer's book of business with respect to a
specific product or product line; and (ii) in such capacity, Willis (A)
communicates with prospective insureds only through professional
insurance brokers (including those units of Willis which act in such
capacity on behalf of insureds), and (B) places all such business for
such product or product line only with and for such insurer, and
(b) "MGA Compensation" means the Compensation Willis receives from the
appointing insurer as consideration for the MGA services Willis renders
to such insurer."
2. Paragraph 9 of the Assurance is hereby amended, such that the following
sentence shall be added at the conclusion thereof: "The parties agree that this
Paragraph shall not apply to MGA Compensation."
3. Clause (a) of the first sentence of Paragraph 13 of the Assurance is
hereby deleted, and the following shall be added in its place and stead:
"a) the Compensation received or to be received by Willis (other than
MGA Compensation),"
4. Paragraph 14 of the Assurance is hereby amended, such that the
following sentence shall be added at the conclusion thereof:
"The parties agree that this Paragraph shall not apply to MGA
Compensation."
5. Other than as amended above, the Assurance shall remain in full force
and effect.
6. All references in the Stipulation to the Assurance of Discontinuance
shall be deemed to include this Amendment.
7. This Amendment may be executed in counterparts.
WHEREFORE, the following signatures are affixed hereto on this ___ day of
August, 2006.
ELIOT SPITZER HOWARD MILLS
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Attorney General of the Superintendent of Insurance
State of New York New York State Insurance Department
120 Broadway, 25th Floor 25 Beaver Street
New York, NY 10271 New York, NY 10004
Willis Group Holdings Limited,
Willis North America Inc. and
Willis of New York, Inc. and
for purposes of the Stipulation,
on behalf of the Willis Group
By:
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Mary E. Caiazzo
Assistant General Counsel
Willis Group Holdings Limited
EXHIBIT 99.1
Willis and New York Attorney General Agree to Amend Assurance
of Discontinuance
NEW YORK--(BUSINESS WIRE)--Sept. 1, 2006--Willis Group Holdings
(NYSE:WSH), the global insurance broker, announced today that it has
signed an agreement with the New York Attorney General and the
Insurance Department of New York amending its Assurance of
Discontinuance (AOD) with regard to how Willis is compensated when
performing functions as a managing general agent (MGA). The amendment
recognizes that in MGA operations the Company is representing, acting
on behalf of, and performing services for the insurer and therefore
provides flexibility as to the insurer compensating Willis for these
services.
"We've always received even treatment from the Attorney General's
Office; we expected this determination and are pleased with this
amendment to our AOD," said Joe Plumeri, Willis Group Chairman and
CEO. "When working as an MGA, we represent the interests of an
insurance company so this change to the AOD is consistent with our
position of being paid by our client. It also reaffirms our commitment
to full transparency - such that there are no questions as to who we
represent. Further, I appreciate the Attorney General's willingness to
engage in this conversation to gain a thorough understand of the many
nuances of the insurance broking business model."
Willis Group Holdings Limited is a leading global insurance
broker, developing and delivering professional insurance, reinsurance,
risk management, financial and human resource consulting and actuarial
services to corporations, public entities and institutions around the
world. With over 300 offices in more than 100 countries, its global
team of 15,400 Employees and Associates serves clients in some 190
countries. Willis is publicly traded on the New York Stock Exchange
(NYSE:WSH). Additional information on Willis may be found on its web
site: www.willis.com.
CONTACT: Willis Group Holdings Limited
Investors:
Kerry K. Calaiaro, 212-837-0880
kerry.calaiaro@willis.com
or
Media:
Dan Prince, 212-837-0806
daniel.prince@willis.com