WATSON WYATT & CO HOLDINGS

election_required = True...rs should be aware that this election could mean that none of their shares will be purchased if they check a box other than the box representing the price at or below the Final Purchase Price. In addition, "odd lot holders" who tender all of their shares must complete the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, to qualify for the preferential treatment available to "odd lot holders" as set forth in Section 1. Stockholders holding their shares through a broker, dealer, commercial bank, trust company or other nominee must contact the nominee in order to tender their shares. Stockholders wh...

expiry = 2004-04-02...URCHASE FOR CASH UP TO 3,600,000 SHARES OF ITS CLASS A COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $25.25 NOR LESS THAN $23.00 PER SHARE THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT MIDNIGHT, EASTERN STANDARD TIME, ON FRIDAY, APRIL 2, 2004, UNLESS THE TENDER OFFER IS EXTENDED. We invite our stockholders to tender up to 3,600,000 shares of our Class A common stock, $.01 par value per share, or, if the aggregate purchase price for such shares would exceed $85,000,000, the numb...

listed = True...maximum aggregate purchase price, subject to applicable law. See Section 1. The tender offer is not conditioned on any minimum number of shares being tendered. The tender offer is, however, subject to other conditions. See Section 7. Our Class A common stock is traded on the New York Stock Exchange under the symbol "WW." On March 5, 2004, the last full trading day prior to the announcement and commencement of the tender offer, the last reported sale price of our shares was $23.91 per share. Stockholders are urged to obtain current market quotations for the shares before deciding whether and at what purchase price or purchase prices...

mechanism = DUTCH...or record owners of less than 100 shares), which we will purchase on a priority basis. See Section 1. What will the purchase price for the shares be and what will be the form of payment? We are conducting the tender offer through a procedure commonly called a modified "Dutch Auction." This procedure allows you to select a price within the price range specified by us at which you are willing to sell your shares. The specified price range for the tender offer is $23.00 to $25.25 per share. We will determine the purchase price that we will pay per share promptly after the tender offer expires. The purchase price will b...

must_tender_all = True...Depositary or if your shares have been tendered under the procedure for book-entry transfer set forth in Section 3. 6 In what order will you purchase the tendered shares? We will purchase shares: • first, from all holders of "odd lots" of less than 100 shares who properly tender all of their shares at or below the purchase price selected by us and do not properly withdraw them before the expiration date; • second, after purchasing the shares from the "odd lot holders," from all other stockholders who properly tender shares at or below the Final Purchase Price, on a pro rata basis, subject to the conditional tender provisions descri...

price = USD 23.0-25.25...y called a modified "Dutch Auction." This procedure allows you to select a price within the price range specified by us at which you are willing to sell your shares. The specified price range for the tender offer is $23.00 to $25.25 per share. We will determine the purchase price that we will pay per share promptly after the tender offer expires. The purchase price will be the lowest price at which, based on the number of shares tendered and the pr...

threshold = 100...below the Final Purchase Price. Odd Lots. For purposes of the tender offer, the term "odd lots" means all shares properly tendered at prices at or below the purchase price selected by us held by a stockholder who owns beneficially or of record an aggregate of fewer than 100 shares, which we refer to as an "odd lot holder," and so certifies in the appropriate place on the related Letter of Transmittal. To qualify for this preference, an "odd lot holder" must tender all shares owned beneficially or of record by the "odd lot holder" in accordance with the procedures described in Section 3. As set forth above, "odd lots" will be accepted for payment b...

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 3 a2130258zex-99_a1i.htm EX-99.(A)(1)(I) Use these links to rapidly review the document TABLE OF CONTENTS Exhibit (a)(1)(i) WATSON WYATT & COMPANY HOLDINGS OFFER TO PURCHASE FOR CASH UP TO 3,600,000 SHARES OF ITS CLASS A COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $25.25 NOR LESS THAN $23.00 PER SHARE THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT MIDNIGHT, EASTERN STANDARD TIME, ON FRIDAY, APRIL 2, 2004, UNLESS THE TENDER OFFER IS EXTENDED. We invite our stockholders to tender up t...

txn_type = TENDER_OFFER...Tender Offer Statement on Schedule TO (as so amended, "Schedule TO") amends and supplements the statement originally filed on March 8, 2004 by Watson Wyatt & Company Holdings, a Delaware corporation ("Watson Wyatt"). This Schedule TO relates to Watson Wyatt's offer to purchase up to 3,600,000 shares or, if the aggregate purchase price for such shares would exceed $85,000,000, to purchase up to the number of whole shares equal to $85,000,000 divided by the per share purchase price, or such lesser number as are properly tendered and not properly withdrawn, of its Class A common stock, $.01 par value per share, a...