- Current report filing (8-K)
December 18 2009 - 2:41PM
Edgar (US Regulatory)
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
Watson Wyatt Worldwide, Inc.
(Exact name of registrant
as specified in its charter)
Delaware
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001-16159
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52-2211537
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(State or other
jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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901 N.
Glebe Road
Arlington, Virginia
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22203
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(Address of principal
executive offices)
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(Zip Code)
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Registrants
telephone number, including area code
(703) 258-8000
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)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
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 Wyatts 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 Perrins 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
Perrins 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.
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Description
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99.1
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Press release dated
December 18, 2009
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2
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.
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WATSON WYATT WORLDWIDE, INC.
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(Registrant)
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Date:
December 18, 2009
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By:
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/s/ Walter W. Bardenwerper
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Name:
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Walter W. Bardenwerper
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Title:
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Vice President and General
Counsel
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3
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