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))
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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
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Name: Adam G. Ciongoli
Title: Secretary
Date: November 5, 2008