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