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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))
================================================================================
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
- ----------- ----------------------
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
-------------------------------------
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
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Exhibit 99.1
Important Notice Concerning Limitations on Your
Trading in Willis Group Holdings Limited Securities
During Special Blackout Period
------------------------------
December 1, 2008
To: Directors and Executive Officers of Willis Group Holdings Limited
("Willis")
From: Adam G. Ciongoli
Summary. This notice is to inform you of significant restrictions on your
ability to deal in Willis common shares as well as derivative securities, such
as stock options, during an upcoming "special" blackout period. As described
more fully below, this blackout period for Willis' directors and executive
officers is expected to commence at 4:00 pm Eastern time on Tuesday, December
30, 2008 and to end during the week of January 4, 2009. This blackout period is
in addition to the customary dealing blackout periods preceding Willis' earnings
releases. It is imposed on all directors and executive officers of Willis by the
Sarbanes-Oxley Act of 2002 and U.S. Securities and Exchange Commission
Regulation BTR (Blackout Trading Restriction). As more fully described below,
during this blackout period you will generally be prohibited from engaging in
transactions involving Willis equity securities (including common shares, stock
options and other derivatives). We will notify you of any changes that affect
the dates of the blackout period.
1. The blackout period 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"). In
connection with the Merger, a "blackout period" for the HRH Plan will be
imposed and participants will be unable to direct or diversify investments
or obtain a loan or distribution from the HRH Plan ("HRH blackout period").
The HRH blackout period is necessary for the HRH Plan's trustee to process
and implement the Merger. 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. Accordingly,
Willis directors and executive officers will be generally prohibited from
engaging in transactions involving Willis equity securities acquired in
connection with their service to Willis.
2. The HRH blackout period is expected to begin at 4:00 p.m., Eastern Time, on
December 30, 2008, and end during the week of January 4, 2009. We will
notify you of any changes that affect the dates of the HRH blackout period.
In addition, you can confirm the status of the HRH blackout period by
contacting Shaun Bryant at +44 (0)20 3124 7146 or by calling Diversified
Investment Advisors, toll-free at 1-800-755-5801.
3. As a result of 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.
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4. Generally, during the HRH blackout period, you will be prohibited from
directly or indirectly, purchasing, selling or otherwise transferring any
equity security of Willis that you acquired in connection with your service
as a director or an executive officer. "Equity securities" are defined
broadly to include stock options and other derivatives. Covered
transactions are not limited to those involving your direct ownership, but
also include any transaction in which you have a direct or indirect
pecuniary interest. For example, you may be deemed to have an interest in
transactions in equity securities of Willis by your family members if such
securities were originally acquired in connection with your service or
employment as a Willis executive officer or director.
5. The prohibition covers securities acquired "in connection with service as a
director or employment as an executive officer." This includes, among other
things, securities acquired by you under a compensatory plan or contract
(such as under a stock option or a restricted stock grant), as an
inducement to your employment or joining the Board of Directors, in
transactions between you and Willis, and as shares necessary for you to
qualify as a director or to satisfy minimum ownership requirements or
guidelines. Securities acquired outside of your service as a director or
executive officer (such as shares acquired when you were an employee but
not yet an executive officer) are not covered.
6. If you engage in a transaction that violates these rules, you can be
required to disgorge your profits from the transaction, and you are subject
to civil and criminal penalties.
The rules summarized above are complex, and the criminal and civil penalties
that could be imposed upon directors and executive officers who violate them
could be severe. We therefore request that you contact Shaun Bryant at +44 (0)20
3124 7146 before engaging in any transaction involving Willis securities during
the HRH blackout period, or if you believe that any such transaction in which
you have a pecuniary interest may occur during the HRH blackout period.
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