0001104659-15-050116.txt : 20150707 0001104659-15-050116.hdr.sgml : 20150707 20150707164122 ACCESSION NUMBER: 0001104659-15-050116 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150629 FILED AS OF DATE: 20150707 DATE AS OF CHANGE: 20150707 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WILLIS GROUP HOLDINGS PLC CENTRAL INDEX KEY: 0001140536 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O WILLIS GROUP LIMITED STREET 2: 51 LIME STREET CITY: LONDON ENGLAND STATE: X0 ZIP: EC3M 7DQ BUSINESS PHONE: 44-20-3124-6000 MAIL ADDRESS: STREET 1: C/O WILLIS GROUP LIMITED STREET 2: 51 LIME STREET CITY: LONDON ENGLAND STATE: X0 ZIP: EC3M 7DQ FORMER COMPANY: FORMER CONFORMED NAME: WILLIS GROUP HOLDINGS LTD DATE OF NAME CHANGE: 20010514 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Towers Watson & Co. CENTRAL INDEX KEY: 0001470215 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16503 FILM NUMBER: 15976946 BUSINESS ADDRESS: STREET 1: 901 N. GLEBE ROAD CITY: ARLINGTON STATE: VA ZIP: 22203 BUSINESS PHONE: (703) 258-8000 MAIL ADDRESS: STREET 1: 901 N. GLEBE ROAD CITY: ARLINGTON STATE: VA ZIP: 22203 FORMER NAME: FORMER CONFORMED NAME: JUPITER SATURN HOLDING CO DATE OF NAME CHANGE: 20090812 3 1 a3.xml 3 X0206 3 2015-06-29 0 0001140536 WILLIS GROUP HOLDINGS PLC WSH 0001470215 Towers Watson & Co. 901 N. GLEBE ROAD ARLINGTON VA 22203 0 0 1 0 Common Stock 0 D Towers Watson & Co. ("Towers Watson") is deemed to have beneficial ownership over the 18,423,835 shares of the Issuer held by ValueAct Capital Master Fund, L.P., VA Partners I, LLC, ValueAct Capital Management, L.P., ValueAct Capital Management, LLC, ValueAct Holdings, L.P., and ValueAct Holdings GP, LLC (together, "ValueAct", and such held units, "ValueAct Held Shares"), as a result of entering into a certain Voting Agreement, dated as of June 29, 2015, with ValueAct, pursuant to which, in part, ValueAct agreed to support the transactions contemplated by the Merger Agreement (as defined below) (the "Transactions"), including the Merger (as defined below), by voting all ValueAct Held Shares in favor of the Transactions. ValueAct also agreed not to enter into any voting agreement or voting trust or grant a proxy which is inconsistent with its obligations to vote in favor of the Transactions. (Continued in Footnote 2) On June 29, 2015, an Agreement and Plan of Merger (the "Merger Agreement") was entered into by and among Towers Watson, the Issuer and Citadel Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub will merge with and into Towers Watson (the "Merger"), with Towers Watson surviving the Merger as a subsidiary of the Issuer. Towers Watson does not have any pecuniary interest in any of the ValueAct Held Shares and beneficial ownership over the ValueAct Held Shares is expressly disclaimed. /s/ Neil D. Falis, Assistant Secretary of Towers Watson & Co. 2015-07-07