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): September 18, 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 September 8, 2006, Willis Group Services Limited ("Willis"), a subsidiary of
Willis Group Holdings Limited (the "Company"), signed the agreement for the sale
of the Company's headquarters located at Ten Trinity Square in London (the "Sale
Agreement") to Ten Trinity Square Limited (the "Buyer"), an affiliate of the
American retail, hotel and leisure development firm Thomas Enterprises, Inc.,
and the Buyer deposited 10% of the purchase price into an escrow account on
September 18, 2006 as required under the Sale Agreement. Willis will lease back
the building until it moves into its new head office building on Lime Street in
2008. The gross proceeds, after direct selling costs, are approximately
(pound)100,000,000 (approximately $185,000,000 at current exchange rates).
The sale, which remains subject to customary closing conditions, is expected to
close on September 27, 2006. Pursuant to the terms of the Sale Agreement Willis
will receive 25% of the purchase price, including the deposit, at closing with
the balance due on November 27, 2006 with interest at a rate of 6% per annum. At
closing the Buyer will grant Willis a security interest in the property located
at Ten Trinity Square until the balance of the purchase price has been paid.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
99.1 Press Release of Willis Group Holdings Limited dated September
18, 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 18, 2006 By: /s/ Eric R. Dinallo
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Name: Eric R. Dinallo
Title: Group General Counsel
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Willis Group Holdings Limited dated September
18, 2006
Exhibit 99.1
Willis Sells Famous London Landmark
NEW YORK--(BUSINESS WIRE)--Sept. 18, 2006--Willis Group Holdings, Ltd.
(NYSE: WSH), the global insurance broker, is pleased to announce the sale of one
of London's most famous landmarks, Ten Trinity Square. Following the sale to
American retail, hotel and leisure development firm Thomas Enterprises the
building is set to become one of the most prestigious hotels in London.
The building has been used as Willis' Global Headquarters since the mid
1970s and provides a net area of approximately 155,000 sq ft and a gross
internal area of approximately 255,000 sq ft.
Joe Plumeri, Chairman and CEO of Willis commented, "The illustrious history
of Ten Trinity Square made it the perfect home for Willis who has a similarly
distinguished 178-year history. In our quest to become the world's greatest
insurance broker, we are relocating our rapidly growing London headquarters to
what is going to be yet another architectural icon - The Willis Building on Lime
Street. We are delighted to be leaving the beautiful old building in the capable
hands of Thomas Enterprises who we are sure will do this renowned landmark
justice."
Thomas Enterprises has developed more than 30 million sq ft of retail
property valued at $5 billion, plus managed 22,000 acres of prime, developable
land throughout the US. Stan Thomas is a highly respected innovator and he plans
to transform Ten Trinity Square into a super luxury hotel, which offers
world-class service, exceptional accommodation, premier health and spa
facilities and an engaging atmosphere. With its exceptional views over many of
London's best landmarks complemented by beautiful architecture and exquisite
features, it is thought the location is perfect for an elite hotel.
Stan Thomas, founder and chairman of the development firm has built a
successful entity in the USA from when he founded the business in the early
1980's.
Ten Trinity Square was architecturally designed, following extensive
research into the best examples of English Renaissance, while Italian and French
influences are apparent in parts. It was officially opened in 1922, as the
headquarters for the Port of London Authority. It has since become one of the
most prominent landmarks in the capital. The building has featured in a number
of films and television dramas and was the site in which the reception for the
inaugural meeting of the General Assembly of United Nations took place in 1946.
The original inner rotunda was bombed in World War Two with the outer structure
remaining perfectly in tact.
Today, its pure elegance in the form of sweeping marble staircases with
finishes which evoke the epitome of luxury living, make it one of the most
sought after buildings in London.
Atisreal advised the Willis Group Holdings throughout on the strategic
disposal and acted as the selling agent.
Director for Atisreal Hotels sector Stephen Richardson said this is one of
the biggest deals in the hotel sector for years. "This transaction is very
significant in relation to the provision of London hotels and on completion,
will undoubtedly be amongst the leading hotels in the capital, serving both the
City and West End."
Atisreal is now advising Willis Group on its 28 storey headquarters in Lime
Street which is due to be completed in early 2008.
About Atisreal
Atisreal is one of the UK's leading providers of commercial property
advice. Atisreal offers a comprehensive range of services to its clients and is
committed to delivering excellent strategic, fully integrated services for
property occupiers, owners and investors.
Atisreal is a subsidiary of BNP Paribas Real Estate; a division of the
leading French financial services group BNP Paribas. Atisreal combines its
expertise with the group's other real estate and financial services, to create
an unparalleled service mix, covering the entire life cycle of any real estate
project.
There are currently 50 Atisreal offices, distributed across eight European
countries as well as New York.
Atisreal employs approximately 650 professional and support staff from its
12 UK offices.
For more information please visit www.atisreal.co.uk
About Willis
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: Press:
Atisreal UK
Susie Johnson, 020 7338 4219
Susie.Johnson@atisreal.com
or
Greg Cooke, 020 7338 4201
greg.cooke@atisreal.com
or
Willis
Media:
Dan Prince, 212-837-0806
daniel.prince@willis.com
or
Investors:
Kerry K. Calaiaro, 212-837-0880