- Current report filing (8-K)
17 November 2009 - 8:28AM
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):
November 16, 2009 (November 13,
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 November 13, 2009, the board of directors of Watson Wyatt
Worldwide, Inc., a Delaware corporation (Watson Wyatt), selected the
remaining five of its six designees to the twelve-member board of directors of
Towers Watson & Co. (Towers Watson, currently known as Jupiter
Saturn Holding Company, or the Holding Company). These designees will become directors of Towers
Watson immediately following completion of the mergers of Watson Wyatt and
Towers, Perrin, Forster & Crosby, Inc.
(Towers Perrin) with wholly-owned subsidiaries of Towers Watson
pursuant to
the Agreement and Plan of Merger (the Merger Agreement),
dated as of June 26, 2009, among Watson
Wyatt, Towers Perrin, the Holding Company, Jupiter Saturn Delaware Inc. and
Jupiter Saturn Pennsylvania Inc., as amended.
As provided in the Merger
Agreement and previously disclosed in the joint proxy statement/prospectus
included in the Registration Statement on Form S-4 (File No. 333-161705)
(the Registration Statement) filed by the Holding Company with the Securities
Exchange Commission (the SEC), Watson Wyatt previously selected John J.
Haley, Watson Wyatts current Chief Executive Officer, President and Chairman
of its board of directors, as one of Watson Wyatts designees to the Towers
Watson board of directors. Mr. Haley
is currently a member of the Towers Watson board of directors and will serve as
Chief Executive Officer and Chairman of the Towers Watson board of directors
immediately following completion of the mergers.
The designees
selected by Watson Wyatt on November 13, 2009, include John J. Gabarro,
Brendan R. ONeill, Linda D. Rabbitt and Gilbert T. Ray, each of whom is currently
an independent member of Watson Wyatts board of directors. Watson Wyatt also designated Gail E. McKee as
a non-independent Towers Watson director.
Biographical
information about each of Messrs. Gabarro, Haley, ONeill and Ray and Ms. Rabbitt
is included in Watson Wyatts Amendment to its Annual Report on Form 10-K/A
filed with the SEC on October 20, 2009.
Biographical information for Ms. McKee is provided below.
Gail McKee, age 50, has
worked at Watson Wyatt for over 15 years.
She is currently a managing consultant, and is a former Watson Wyatt
board member. She has worked with large organizations on a broad range of
domestic and international human resources programs for more than 20 years. Prior to joining Watson Wyatt, Ms. McKee
worked for three years with The Walt Disney Company as the manager of international
compensation and benefits, and prior to that position, as an account manager
for Hewitt Associates for seven years.
She holds a B.A. degree in English from the University of Washington and
did graduate work at the business school at New York University. Ms. McKee is a Board of Trustee member of
the Council on Employee Benefits, a founding member and President of the Human
Resources Planning Society affiliate in the Pacific Northwest, and was a past
member of the business school advisory board for Central Washington University.
As previously announced,
Towers Perrin will designate the other six members of the Towers Watson board of
directors. Pursuant to the Merger Agreement,
one of these six designees is Mark V. Mactas, Towers Perrins President, Chief
Executive Officer and Chairman of the board of directors. Mr. Mactas is currently a member of the
Towers Watson board of directors and will serve as President, Chief Operating
Officer and Deputy Chairman of the Towers Watson board of directors immediately
following completion of the mergers.
Towers Perrin will name five additional designees to the Towers Watson
board at the effective time of the mergers, four of whom will be independent.
2
WHERE YOU CAN FIND ADDITIONAL
INFORMATION
This communication was
issued November 16, 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 Commissions 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.
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, statements about the proposed business combination
transaction involving Towers Perrin and Watson Wyatt. Such statements are based upon the current
beliefs and expectations of Towers Perrins and Watson Wyatts 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 ability to obtain governmental approvals
of the transaction on the proposed terms and schedule; the failure of Towers
Perrin shareholders and Watson Wyatt stockholders to approve the
transaction. 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 Wyatts 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.
3
Item
9.01
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Financial
Statements and Exhibits
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(d)
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Exhibits
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The following exhibits are filed as part of this
report:
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Exhibit
Number
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Description
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99.1
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Consents of Prospective Directors, dated
November 13, 2009
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4
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.
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WATSON WYATT WORLDWIDE, INC.
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(Registrant)
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Date:
November 16, 2009
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By:
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/s/
Walter W. Bardenwerper
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Name:
Walter W. Bardenwerper
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Title: Vice President and General Counsel
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5
EXHIBIT
INDEX
Exhibit
Number
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Description
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99.1
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Consents of Prospective Directors, dated
November 13, 2009
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6
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