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): November 29, 2006
Willis Group Holdings Limited
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Bermuda
- -------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
001-16503 98-0352587
- -------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
c/o Willis Group Limited
Ten Trinity Square
- -------------------------------------------------------------------------------
London EC3P 3AX, England
(Address of Principal Executive Offices)
(44) (20) 7488-8111
- -------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
- -------------------------------------------------------------------------------
(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:
[_] 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 1.02 Termination of Material Definitive Agreement
Item 5.02 (b)(c) Departure and Appointment of Principal Officers
On November 29, 2006 Willis Group Holdings Limited announced that
Thomas Colraine will cease to be Vice Chairman and Co-Chief Operating
Officer. Also, Richard J S Bucknall will cease to be Co-Chief Operating
Officer but remains Vice Chairman of Willis Group Holdings Limited.
These changes take effect from December 31, 2006.
Willis Group Holdings Limited also announced that Grahame J Millwater
is appointed Chief Operating Officer with effect immediately. Mr.
Millwater, aged 43 years, has 21 years experience of the insurance
brokerage industry, all of which have been with the Willis Group.
During that time he has held several senior executive positions within
Willis, most recently Chairman of Willis Re. Mr. Millwater will report
to Joseph J. Plumeri, Chairman and Chief Executive Officer.
Mr. Colraine has an Employment Agreement with Willis Limited, the
Company's UK subsidiary pursuant to which he is paid an annual base
salary, currently (pound)350,000, and is eligible to receive annual
incentive compensation and pension and other employee benefits
commensurate with other Willis senior officers. Mr. Colraine will
continue to participate in the Company's share programs whilst he is an
employee. Mr. Colraine has given notice and his Employment Contract
will terminate with effect from December 31, 2007.
Pursuant to his Employment Agreement Mr. Millwater is paid an annual
base salary, currently (pound)325,000 and is eligible to receive annual
incentive compensation and pension and other employee benefits
commensurate with other Willis senior officers. Mr. Millwater also
participates in the Company's share programs. Mr. Millwater's
Employment Agreement also contains certain standard provisions relating
to termination of employment and other matters.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
10.1 Form of Employment Agreement for Thomas Colraine (incorporated
by reference to Exhibit 10.20 to Willis Group Holdings
Limited's Annual report on Form 10-K for the fiscal period
ended December 31, 2002).
10.2 Form of Employment Agreement for Grahame J Millwater
(incorporated by reference to Exhibit 10.14 to Willis Group
Holdings Limited's Annual report on Form 10-K for the fiscal
period ended December 31, 2004).
99.1 Press Release of Willis Group Holdings Limited
dated November 29, 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: December 5, 2006. By: /s/ Eric R Dinallo
----------------------------------
Name: Eric R Dinallo
Title: Group General Counsel
Exhibit 99.1
Willis Group Announces Leadership Changes
to Drive Continuing Growth; Grahame Millwater Named Chief Operating Officer
NEW YORK--(BUSINESS WIRE)--Nov. 29, 2006--Building on the strong
financial and operational momentum established over the last several
years, Willis Group Holdings Limited (NYSE:WSH), the global insurance
broker, announced today significant leadership changes designed to
drive the Company's continuing growth and its Shaping Our Future
initiatives.
Grahame Millwater, who has been with Willis for 21 years and has
served the Company in several capacities, has been appointed the Chief
Operating Officer of the Group. Over the past few months, Millwater
has had a leadership role focusing on our Shaping Our Future
initiatives intended to enhance Willis' industry-leading revenue
growth as well as increase the Company's operational efficiencies. In
this new role, Millwater will be working closely with Joe Plumeri,
Chairman and Chief Executive Officer on all aspects of the day-to-day
management of the Company. Millwater remains Chairman of Willis Re, as
Peter Hearn was appointed the global CEO of the unit earlier this
year.
Concurrently, the Company announced that after 18 years of
distinguished service with Willis, Tom Colraine has decided to leave
the Group at the end of this year. In a number of finance positions
and most recently as Vice Chairman and Co-Chief Operating Officer,
Colraine has been an essential part of the Company's success. As Chief
Financial Officer through Kohlberg Kravis Roberts' leveraged buyout
and on into Willis' return to the public market, Colraine has led the
finance team through extraordinary changes.
"Tom Colraine's contribution to this Company is nothing short of
extraordinary," said Plumeri. "You hear, from time to time, about
people who exhibit tireless dedication, unwavering loyalty and a
passion that knows no bounds. I was fortunate to find one such person
in Tom when I arrived at Willis and it has been an honor to work with
him, side by side, for the last six years. His experience and
perspective have been invaluable to the entire Company and to me
personally as we have gone through a great many situations and have
instituted significant changes. Everyone at Willis owes him a debt of
gratitude for his far-reaching impact; we thank him collectively and
personally - and wish him every success and happiness in all his
future endeavors."
Richard Bucknall, in addition to his current role as Chairman of
Willis Limited, will replace Colraine as CEO. As the insurance
industry comes under increasing regulation, this role is critical in
maintaining a strong relationship with the UK Financial Services
Authority. Bucknall will remain Vice Chairman of the Group, focusing
on the Company's marketing efforts around the world. This includes
driving the Willis Quality Index which is one of the prime initiatives
the Company is undertaking to work more closely with its carrier
partners to deliver superior service to its clients. Bucknall will
also continue to focus on enhancing the relationship Willis has with
large, global accounts whose insurance and risk management needs are
increasing complex.
Pat Regan, who joined Willis as the Chief Financial Officer in
November, 2005, will be taking on expanded responsibilities with
Colraine's departure. He will oversee the Real Estate unit at a
pivotal moment in the construction of the Company's new London
headquarters. He will also take up oversight of Mergers and
Acquisitions as Willis manages this component of its growth strategy
in a post-contingent world. Regan will also manage Risk Management and
Investor Relations and will report directly to Plumeri.
"The changes we are announcing today are part of the natural
evolution of the Company," Plumeri continued. "We have put ourselves
on strong financial footing and have made great progress in building
our sales culture and unifying our terrific people around the world
into a cohesive, unified team. Today, we are building on our strong
foundation, focused on our future and committed to executing the plans
we have in place to continue our growth."
"In Grahame Millwater, we have a multi-faceted Chief Operating
Officer who is rich in industry experience and understands what it
means to run the company in the best interests of the shareholder
while delivering first rate client service," said Plumeri. "Through
various positions, he has continuously proven himself and has shown an
unwavering dedication to our model and our mission. Grahame has my
every confidence but more importantly, he has the respect of his
colleagues."
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, +1 212 837-0880
kerry.calaiaro@willis.com
or
Media:
Dan Prince, +1 212 837-0806
daniel.prince@willis.com