- Current report filing (8-K)
October 19 2009 - 5:03PM
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):
October 19, 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
1.01
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Entry
into a Material Definitive Agreement
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On October 19, 2009, Watson Wyatt Worldwide, Inc., a Delaware
corporation (Watson Wyatt), entered into an amendment (Amendment No. 1)
with Towers, Perrin, Forster & Crosby, Inc., a Pennsylvania
corporation (Towers Perrin), Jupiter Saturn Holding Company, a newly-formed
Delaware corporation (the Holding Company), Jupiter Saturn Delaware Inc., a
newly-formed Delaware corporation and wholly-owned subsidiary of the Holding
Company (Watson Wyatt Merger Sub) and Jupiter Saturn Pennsylvania Inc., a
newly-formed Pennsylvania corporation and wholly-owned subsidiary of the
Holding Company (Towers Perrin Merger Sub) to amend a previously announced Agreement
and Plan of Merger (the Merger Agreement), dated as of June 26, 2009,
among the same parties, pursuant to which Watson Wyatt and Towers Perrin will
combine their businesses through simultaneous mergers to become wholly-owned
subsidiaries of the Holding Company (the Merger). The descriptions of Amendment No. 1 and
transactions contemplated thereby and set forth herein are not complete and are
subject to and qualified in their entirety by reference to the full text of
Amendment No. 1. A copy of Amendment No. 1 is attached hereto as Exhibit 2.1
and incorporated herein by reference.
The terms of Amendment No. 1, among other things, provide for the
following:
(i)
the issuance by the Holding
Company of non-transferable shares of Class F stock, no par value, at the
effective time of the Merger (Class F shares), which will be issued pro
rata to all holders of Towers Perrin common stock, par value $0.50 per share (Towers
Perrin common stock), and which shares will represent only the contingent
right to receive a pro rata portion of a number of shares of the Holding
Companys Class A common stock, par value $0.01 per share (Class A
shares) equal to the number of shares of restricted stock forfeited by former
Towers Perrin employees;
(ii)
additional flexibility for
the parties to structure certain stock awards granted to Towers Perrin employees
in particular jurisdictions to provide tax deferral;
(iii)
the assumption
and conversion of certain outstanding options to purchase shares of Watson
Wyatt common stock held by certain Watson Wyatt employees (the Watson Wyatt
options) into fully-vested options to purchase Class A shares at the
effective time of the Merger on a one-for-one basis, at the same exercise price
and on the same terms and conditions as the Watson Wyatt options;
(iv)
certain adjustments to the
exchange ratio applicable to the conversion of Towers Perrin stock at the
effective time of the Merger, to account for the Watson Wyatt options converted
in the Merger;
(v)
the extension of the required retirement date for retiring Towers Perrin employees
from the effective time of the Merger to thirty days thereafter; and
(vi)
approval of the Holding Company amended restated certificate of
incorporation and bylaws that will go into effect at the effective time of the
Merger.
WHERE YOU CAN FIND ADDITIONAL
INFORMATION
This communication was
issued October 19, 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
2
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.
A
variety of factors could cause actual results to differ from those set forth in
the forward-looking statements, including the risks and factors identified
under Risk Factors in the joint proxy statement/prospectus included in the
registration statement on Form S-4 filed by Jupiter Saturn Holding Company
on September 3, 2009 with the Commission, as amended from time to time,
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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2.1
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Amendment No. 1, dated as of October 19,
2009, to Agreement and Plan of Merger, dated as of June 26, 2009, by and
among Watson Wyatt Worldwide, Inc., Towers, Perrin, Forster &
Crosby, Inc.,
Jupiter Saturn Holding Company, Jupiter Saturn
Pennsylvania Inc., and Jupiter Saturn Delaware Inc.
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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:
October 19, 2009
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By:
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/s/ Roger
F. Millay
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Name:
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Roger
F. Millay
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Title:
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Chief
Financial Officer
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5
EXHIBIT
INDEX
Exhibit
Number
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Description
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2.1
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Amendment No. 1, dated as of October 19,
2009, to Agreement and Plan of Merger, dated as of June 26, 2009, by and
among Watson Wyatt Worldwide, Inc., Towers, Perrin, Forster &
Crosby, Inc.,
Jupiter Saturn Holding Company, Jupiter Saturn
Pennsylvania Inc., and Jupiter Saturn Delaware Inc.
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6
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