425

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 18, 2009

Jupiter Saturn Holding Company

(Exact name of registrant as specified in its charter)

Delaware	333-161705	27-0676603
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

c/o Watson Wyatt Worldwide, Inc. 875 Third Avenue New York, NY	10022
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (212) 725-7550

N/A

(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:

x 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 December 18, 2009, at a special meeting of the shareholders of Watson Wyatt Worldwide, Inc., a Delaware corporation (“Watson Wyatt”), the shareholders of Watson Wyatt approved and adopted the Agreement and Plan of Merger (the “Merger Agreement”), dated June 26, 2009, as amended, by and among Watson Wyatt, Towers, Perrin, Forster & Crosby, Inc., a Pennsylvania corporation (“Towers Perrin”), Jupiter Saturn Holding Company, a newly-formed Delaware corporation, to be known as “Towers Watson & Co.” (“Towers Watson”), Jupiter Saturn Delaware Inc., a Delaware corporation and wholly-owned subsidiary of Towers Watson, and Jupiter Saturn Pennsylvania Inc., a Pennsylvania corporation and wholly-owned subsidiary of Towers Watson, pursuant to which Watson Wyatt and Towers Perrin will combine their businesses through simultaneous mergers to become wholly-owned subsidiaries of Towers Watson (the “Merger”). In addition, Watson Wyatt shareholders approved the Towers Watson & Co. 2009 Long Term Incentive Plan (the “Incentive Plan”). The affirmative vote of the holders of a majority of the shares of Watson Wyatt’s Class A common stock present and entitled to be cast on November 3, 2009, the record date for the special meeting, was required to adopt the Merger Agreement and approve the Incentive Plan.

Also on the same date, at a special meeting of the shareholders of Towers Perrin, the shareholders of Towers Perrin approved and adopted the Merger Agreement, and approved an amendment to Article VI of Towers Perrin’s Amended and Restated Bylaws, which article contains transfer and ownership restrictions on shares of Towers Perrin common stock that must be amended in order to consummate the Merger. The affirmative vote of the holders of at least two-thirds of the issued and outstanding shares of Towers Perrin common stock as of November 2, 2009, the record date for the special meeting, was required to adopt the Merger Agreement and approve the amendment to Towers Perrin’s Amended and Restated Bylaws.

The Merger remains subject to the satisfaction or waiver of certain other closing conditions as set forth in the Merger Agreement. Assuming all conditions are satisfied, the parties anticipate the Merger will become effective on January 1, 2010.

On December 18, 2009, Watson Wyatt and Towers Perrin issued a joint press release announcing the results of the shareholder votes. Such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.        The following exhibit is filed with this report:

Exhibit No.	Description
99.1	Press release dated December 18, 2009

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.

	JUPITER SATURN HOLDING COMPANY                         (Registrant)
Date: December 18, 2009	By:	/S/    WALTER W. BARDENWERPER
	Name:	Walter W. Bardenwerper
	Title:	Secretary

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Towers Perrin Media:

Joe Conway

914-745-4175

joseph.p.conway@towersperrin.com

Watson Wyatt Media:

David Popper

703-258-7582

david.popper@watsonwyatt.com

Investors:

Mary Malone

703-258-7841

mary.malone@watsonwyatt.com

TOWERS PERRIN/WATSON WYATT ANNOUNCE SHAREHOLDER

APPROVAL OF MERGER

STAMFORD, CT & ARLINGTON, VA, December 18, 2009 — Towers, Perrin, Forster & Crosby, Inc. and Watson Wyatt Worldwide, Inc. (NYSE, NASDAQ: WW), both leading global consulting firms, announced that at their respective special meetings of shareholders, each held earlier today, their shareholders adopted the merger agreement pursuant to which the companies will combine their businesses. Approximately 97% of the shares of Towers Perrin common stock issued and outstanding as of November 2, 2009, the record date for Towers Perrin’s special meeting, were voted in favor of adoption of the merger agreement. In addition, Watson Wyatt shareholders approved the combined company’s long term incentive plan. Approximately 99% of the shares of Watson Wyatt Class A common stock present and entitled to be cast on November 3, 2009, the record date for Watson Wyatt’s special meeting, were voted in favor of adopting the merger agreement, and approximately 85% were voted in favor of the long term incentive plan.

“I am pleased that the shareholders of both Towers Perrin and Watson Wyatt have approved the merger,” said John Haley, Watson Wyatt Chief Executive Officer, who will serve as Chief Executive Officer of the combined company, Towers Watson & Co. “We look forward to

completing this transaction, which will create a leading global professional services firm with an enhanced portfolio of services across a range of financial, risk and people management areas.”

“We are delighted to move forward and finalize the merger and launch Towers Watson,” said Mark Mactas, Towers Perrin Chief Executive Officer, who will serve as Deputy Chairman, President and Chief Operating Officer of the combined company. “With our combined experience and deep talent, we are well-positioned to help our clients meet their needs in the next decade and beyond.”

The proposed transaction remains subject to additional conditions contained in the merger agreement. Assuming that all such conditions are satisfied, the Parties currently anticipate that the merger will become effective on January 1, 2010.

The proposed merger will result in a leading global professional services firm with an enhanced portfolio of services across a range of financial, risk and people management areas.

About Towers Perrin

Towers Perrin is a global professional services firm that helps organizations improve performance through effective people, risk and financial management. The firm provides innovative solutions in the areas of human capital strategy, program design and management, and in the areas of risk and capital management, insurance and reinsurance intermediary services, and actuarial consulting. Towers Perrin has 6,300 employees located in 26 countries and is located on the Web at www.towersperrin.com.

About Watson Wyatt

Watson Wyatt (NYSE, NASDAQ: WW) is the trusted business partner to the world’s leading organizations on people and financial issues. The firm’s global services include: managing the cost and effectiveness of employee benefit programs; developing attraction, retention and reward strategies; advising pension plan sponsors and other institutions on optimal investment strategies; providing strategic and financial advice to insurance and financial services companies; and delivering related technology, outsourcing and data services. Watson Wyatt has 7,500 associates in 33 countries and is located on the Web at www.watsonwyatt.com.

Forward-Looking Statements

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements and other forward-looking statements in this document by words such as “may”, “will”, “would”, “expect”, “anticipate”, “believe”, “estimate”, “plan”, “intend”, “continue”, or similar words, expressions or the negative of such terms or other comparable terminology. These statements include, but are not limited to, the anticipated timing of the business combination transaction involving Towers Perrin and Watson Wyatt, as well as other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of Towers Perrin’s and Watson Wyatt’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the failure of Towers Perrin and Watson Wyatt to satisfy or waive all closing conditions to the transaction; the risk that the businesses will not be integrated successfully; the risk that anticipated cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; the ability to recruit and retain qualified employees and to retain client relationships; the combined company’s ability to make acquisitions, on which its growth depends, and its ability to integrate or manage such acquired businesses; and the risk that a significant or prolonged economic downturn could have a material adverse effect on the combined company’s business, financial condition and results of operations. Additional risks and factors are identified under “Risk Factors” in the joint proxy statement/prospectus included in the amended registration statement on Form S-4/A filed by Jupiter Saturn Holding Company on November 9, 2009 with the Commission and under “Risk Factors” in Watson Wyatt’s Annual Report on Form 10-K filed on August 14, 2009 with the Commission.

You should not rely upon forward-looking statements as predictions of future events because these statements are based on assumptions that may not come true and are speculative by their nature. None of Jupiter Saturn Holding Company, Towers Perrin or Watson Wyatt undertakes an obligation to update any of the forward-looking information included in this document, whether as a result of new information, future events, changed expectations or otherwise.

Where You Can Find Additional Information

This press release was issued December 18, 2009. Towers Perrin and Watson Wyatt have formed a company, Jupiter Saturn Holding Company (the “Holding Company”), which has filed a registration statement on Form S-4 with the Securities and Exchange Commission (the “Commission”) that contains a joint proxy statement/prospectus and other relevant documents concerning the proposed transaction. YOU ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT DOCUMENTS FILED WITH THE COMMISSION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT TOWERS PERRIN, WATSON WYATT, THE HOLDING COMPANY AND THE PROPOSED TRANSACTION.

The joint proxy statement/prospectus and the other documents filed with the Commission may be obtained free of charge at the Commission’s website, www.sec.gov. In addition, you may obtain free copies of the joint proxy statement/prospectus and the other documents filed by Towers Perrin, Watson Wyatt and the Holding Company with the Commission by requesting them in writing from Towers Perrin, One Stamford Plaza, 263 Tresser Boulevard, Stamford, CT. 06901-3225, Attention: Marketing, or by telephone at 203-326-5400, or from Watson Wyatt, 901 N. Glebe Rd., Arlington, VA. 22203, Attention: Investor Relations, or by telephone at 703-258-8000.

Towers Perrin, Watson Wyatt, the Holding Company and their respective directors and executive officers may be deemed under the rules of the Commission to be participants in the solicitation of proxies from the stockholders of Watson Wyatt. A list of the names of those directors and executive officers and descriptions of their interests in Towers Perrin, Watson Wyatt and the Holding Company is contained in the joint proxy statement/prospectus which has been filed by the Holding Company with the Commission. Stockholders may obtain additional information about the interests of the directors and executive officers in the proposed transaction by reading the joint proxy statement/prospectus.