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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): February 15, 2005
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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 8. 01 Other Events
On February 15, 2005 Willis Group Holdings Limited issued a press
release announcing that AmWINS will acquire Stewart Smith Group,
Willis' U.S. wholesale unit. Terms of the transaction were not
disclosed. The press release is attached as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release of WGHL dated February 15, 2005.
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: February 15, 2005 By: /s/ Mary E. Caiazzo
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Name: Mary E. Caiazzo
Title: Assistant General Counsel
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of WGHL dated February 15, 2005
Exhibit 99.1
Willis Group Divests Wholesale Unit;
American Wholesale Buys Stewart Smith Group
NEW YORK--(BUSINESS WIRE)--Feb. 15, 2005--Willis Group Holdings
(NYSE: WSH), the global insurance broker, and American Wholesale
Insurance Group, Inc (AmWINS), the largest independent wholesale
insurance broker in North America, announced today that AmWINS will
acquire Stewart Smith Group, Willis' U.S. wholesale unit. Terms of the
transaction were not disclosed. It is expected to close at the end of
the first quarter.
"For several years now, we have emphasized our focus on our core
retail broking operations," said Joe Plumeri, Chairman and CEO of
Willis. "Part of this overall strategy included divesting our third
party claims administration businesses, personal finance units and
other non-core business interests. Over the last few years, we have
made a number of acquisitions around the world and have increased our
ownership in several of our affiliates which were not wholly-owned
where doing so strengthened our retail network and our specialty
businesses.
"Today, staying true to our mission and focusing our attention and
resources on growing our retail operations, we are announcing the sale
of Stewart Smith to American Wholesale," Plumeri continued. "In
American Wholesale, we have found a dynamic company committed to this
important sector of our industry. In only three years, their team has
built one of the most respected wholesale organizations in the
country."
Stewart Smith writes hard-to-place, unique, and specialty
coverages. Headquartered in New York, Stewart Smith has 13 branches
located in major cities across the country. Purchasing Stewart Smith,
a national wholesale insurance broker with approximately $900 million
in premium placements in 2004, will afford AmWINS greater
opportunities to develop relationships with national retail brokers
while diversifying the Charlotte-based company's product offerings,
geographic presence and distribution force. The Stewart Smith
acquisition will bring AmWINS' total premium placements to over $2.4
billion, making it the nation's second largest wholesale insurance
organization. Mark Smith, President and CEO of Stewart Smith, will
assume the role of President of the AmWINS Brokerage Division.
"The acquisition of Stewart Smith will add even more top-tier
professional brokerage talent to the AmWINS team. Additionally, it
expands our geographic footprint in the Pacific Northwest, Midwest and
Southeast," said M. Steven DeCarlo, AmWINS President and Chief
Executive Officer. "Mark is one of the most respected leaders in the
insurance industry. His proven ability to deliver superior results
while building one of the finest wholesale insurance brokerage firms
makes him a natural to lead our largest division - AmWINS Brokerage.
In this role, Mark will oversee 30 branch offices and over 400
employees.
"This acquisition strategically enhances our insurance brokerage
offerings to retail agents and brokers across the country. That said,
our new scale by no means replaces the importance of earning our
stripes each and every day - one account at a time," says DeCarlo.
American Wholesale has received a financing commitment for this
transaction from Credit Suisse First Boston.
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 over 100 countries, its global team of
14,500 Associates serves clients in 180 countries. Willis is publicly
traded on the New York Stock Exchange under the symbol WSH. Additional
information on Willis may be found on its web site: www.willis.com.
AmWINS (www.amwins.com) is a wholesale insurance organization
dedicated to serving retail agents throughout the United States by
providing property and casualty, group life and health, program
administration services, and actuarial service capabilities.
CONTACT: Willis Group Holdings Limited
Investors:
Kerry K. Calaiaro, 212-837-0880
calaiaro_ke@willis.com
or
Media:
Dan Prince, 212-837-0806
prince_da@willis.com
or
AmWINS
Gregg Calestini, 704-943-2004
gregg.calestini@amwins.com