-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EBT9mHvLAiRWldg4Lyco+SMHlOBFfAs7Kd8c5OfCdf3i1u/WFbfobj+xCgjptAAJ BCq8Gwq9OUOy+9V2H2FkBQ== 0001157523-08-008937.txt : 20081106 0001157523-08-008937.hdr.sgml : 20081106 20081105193456 ACCESSION NUMBER: 0001157523-08-008937 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081013 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans FILED AS OF DATE: 20081106 DATE AS OF CHANGE: 20081105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HILB ROGAL & HOBBS CO CENTRAL INDEX KEY: 0000814898 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 541194795 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15981 FILM NUMBER: 081165016 BUSINESS ADDRESS: STREET 1: THE HILB, ROGAL AND HAMILTON BUILDING STREET 2: 4951 LAKE BROOK DRIVE, SUITE 500 CITY: GLEN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: 8047476500 MAIL ADDRESS: STREET 1: P O BOX 1220 CITY: GLEN ALLEN STATE: VA ZIP: 23060 FORMER COMPANY: FORMER CONFORMED NAME: HILB ROGAL & HAMILTON CO /VA/ DATE OF NAME CHANGE: 19920703 8-K 1 a5823656.txt WILLIS HRH, INC. 8-K 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): October 13, 2008 WILLIS HRH, INC. (successor by merger to Hilb Rogal & Hobbs Company) (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation) 01-15981 54-1194795 (Commission File Number) (I.R.S. Employer Identification No.) c/o Willis Group Holdings Limited One World Financial Center 200 Liberty Street New York, NY 10281 (Address of principal executive offices including zip code) (212) 915-8899 Registrant's telephone number, including area code 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. As previously disclosed, on August 25, 2008, Willis HRH, Inc. (successor by merger to Hilb Rogal & Hobbs Company) ("HRH") sent a notice to its directors and executive officers informing them that a blackout period had been imposed with respect to the Hilb Rogal & Hobbs Retirement Savings Plan (the "Plan"), during which they would be subject to blackout restrictions with respect to transactions in HRH common stock and related equity securities. The blackout period was implemented in connection with the acquisition by Willis Group Holdings Limited of HRH by means of a merger which, as previously disclosed, closed on October 1, 2008. The blackout period was implemented in order to allow the Plan's trustee to process and implement participants' instructions with respect to the election of merger consideration. The notice provided that the blackout period was expected to begin at 4:00 p.m., eastern time, on September 23, 2008 and to end on October 13, 2008. The blackout period was extended to 12:00 p.m., Eastern Time, on October 17, 2008, as a result of the Plan trustee requiring additional time to exchange the shares of HRH common stock in the Plan for shares of Willis common stock and/or cash and on November 5, 2008, HRH notified its directors and executive officers of the blackout period termination. Following the closing of the merger on October 1, 2008, all of the outstanding shares of common stock of HRH were directly or indirectly owned by Willis. 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 HRH, INC. By: /s/ Adam G. Ciongoli ------------------------------ Name: Adam G. Ciongoli Title: Secretary Date: November 5, 2008 -----END PRIVACY-ENHANCED MESSAGE-----