- Current report filing (8-K)
December 14 2009 - 5:30PM
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 9, 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
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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 9, 2009,
Watson Wyatt Worldwide, Inc. (Watson Wyatt) was informed by Towers,
Perrin, Forster & Crosby, Inc. (Towers Perrin) that Towers
Perrin had received a settlement demand from the plaintiffs in a putative class
action lawsuit filed by former shareholders of Towers Perrin.
The lawsuit was previously
reported in Amendment No. 3 to the Registration Statement on Form S-4
(File No. 333-161705) filed on November 9, 2009 by Jupiter Saturn
Holding Company, the newly-formed holding company that will acquire both Towers
Perrin and Watson Wyatt at the effective time of the parties pending merger of
equals. As reported in the Registration
Statement, the complaint was filed on November 5, 2009 against Towers Perrin,
members of its board of directors, and certain members of senior management in
the United States District Court for the Eastern District of Pennsylvania. The
plaintiffs in the actionAlan H. Dugan, Ronald P. Giesinger, Marvin H. Greene,
John G. Kneen, John T. Lynch, Bruce R. Pittenger, J. Russell Southworth, C.
Roland Stichweh, Jacobus J. Van de Graaf and John C. Von Hagenare former
members of the Towers Perrins senior management, who voluntarily retired from
Towers Perrin at various times between 1995 and 2000. Pursuant to the
corporations bylaws as then in effect, the Towers Perrin shares held by each
of these plaintiffs were redeemed by Towers Perrin at book value upon their
retirement. The plaintiffs purport to sue on behalf of themselves and a class
of former Towers Perrin shareholders who separated from service on or after January 1,
1971, whose shares were redeemed upon retirement, and who otherwise meet
certain specified criteria. The complaint alleges that by agreeing to sell
their shares back to Towers Perrin at book value upon retirement, the
plaintiffs and other members of the putative class relied upon a commitment
that Towers Perrin would remain privately owned in perpetuity, which
commitment, they allege, will be violated by the consummation of the
merger. The complaint asserts claims for
breach of contract, breach of express trust, breach of fiduciary duty,
promissory estoppel, quasi-contract/unjust enrichment, and constructive trust,
and seeks equitable relief including an accounting, disgorgement, rescission
and/or restitution, and the imposition of a constructive trust.
Although the complaint does
not contain a quantification of the damages sought, plaintiffs settlement
demand, which was orally communicated on December 8, 2009 and later in writing on
December 9, 2009, sought a payment of $800 million to settle the action on
behalf of the entire class, as defined in the complaint, and requested that the
settlement demand be communicated to Watson Wyatt. Towers Perrin believes the claims are without
merit and intends to vigorously defend the action. Towers Perrin and/or Towers
Watson could incur significant costs defending against this claim. The outcome
of this legal proceeding is inherently uncertain and could be unfavorable to Towers
Perrin and/or Towers Watson.
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, the anticipated completion of
the business combination transaction involving Towers Perrin and Watson Wyatt
and statements regarding the legal proceeding brought by former Towers Perrin
stockholders, the merits of such claims, the outcome of this legal proceeding
and the potential costs to defend it, as well as other statements that are not
historical facts. Such statements are based upon the current beliefs and
expectations of Towers Perrins and/or Watson Wyatts management and are
subject to significant risks and uncertainties. Actual results may differ
from those set forth in the forward-looking statements.
2
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.
Where You Can Find Additional
Information
This
current report on Form 8-K was issued December 14, 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.
3
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 14, 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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