<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF OCTOBER 1999
WILLIS GROUP LIMITED
(Translation of registrant's name into English)
Ten Trinity Square
London EC3P 3AX, England
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F of Form 40-F.)
Form 20-F x Form 40-F
---- ----
(Indicate by check mark whether the registrant by furnishing
the information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.)
Yes No x
----- -----
(If "Yes" is marked, indicate below the file number assigned
to the registrant in connection with Rule 12g3-2(b): 82- .)
<PAGE> 2
WILLIS GROUP LIMITED
Ernst & Young ("E&Y") resigned as the auditor of Willis Group Limited (the
"Company") effective from 14 October 1999. Effective from the same date Deloitte
& Touche ("Deloitte") was engaged as the Company's auditor. Deloitte has a
historical relationship with Kohlberg Kravis Roberts & Co. L. P., which formed
Trinity Acquisition plc, which acquired the Company in September 1998. This
change in auditors was approved by the Company's Board of Directors.
There was no adverse opinion or disclaimer of opinion in E&Y's reports on the
Company's financial statements for the two most recent fiscal years and
subsequent interim periods preceding the resignation of E&Y, nor was any such
report qualified or modified as contemplated by Item 304(a)(1)(ii) of Regulation
S-K.
There were no disagreements as contemplated by Item 304(a)(1)(iv) of Regulation
S-K during the two most recent fiscal years and subsequent interim periods
preceding the resignation of E&Y. E&Y has been authorised to fully respond to
any enquiries from Deloitte.
During the years ended December 31, 1997 and 1998 and subsequent interim
periods, there were no reportable events as defined under Item 304(a)(1)(v) of
Regulation S-K and the Company did not consult with Deloitte regarding the
application of accounting principles to any specified transaction or regarding
the type of audit opinion described in Item 304(a)(2)(I).
E&Y and Deloitte were given the opportunity to review the above statements.
14 October 1999
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
WILLIS GROUP LIMITED
By: /s/ Bart R. Schwartz
------------------------------------
Bart R. Schwartz
Assistant Secretary
Date: October 14, 1999
