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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 13E-4)
TENDER OFFER STATEMENT UNDER SECTION 13(E)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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WHITE MOUNTAINS INSURANCE GROUP, LTD.
(NAME OF SUBJECT COMPANY (ISSUER))
WHITE MOUNTAINS INSURANCE GROUP, LTD.
(NAMES OF FILING PERSONS (OFFERORS))
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COMMON SHARES, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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G9618E107
(CUSIP NUMBER OF CLASS OF SECURITIES)
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Michael S. Paquette
White Mountains Insurance Group, Ltd.
80 South Main Street
Hanover, New Hampshire 03755-2053
Telephone: (603) 643-1567
(NAME,ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING
PERSONS)
COPY TO:
Philip A. Gelston, Esq.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019
Telephone: (212) 474-1000
CALCULATION OF FILING FEE:
Transaction Valuation*: $247,500,000 Amount of Filing Fee*: $49,500
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* Estimated for purposes of calculating the amount of the filing fee only.
This calculation assumes the purchase of 1,500,000 outstanding Common
Shares, par value $1.00, of White Mountains Insurance Group, Ltd. (the
"Common Shares" or the "Shares"), at a price per Share of $165.00 in cash.
As of August 18, 2000, there were 5,880,115 Shares outstanding. The amount
of the filing fee, calculated in accordance with Rule 0- 11 of the
Securities Exchange Act of 1934, as amended, equals 1/50th of one percent
of the value of the transaction.
/ / Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount previously paid: Not applicable Filing Party: Not applicable
Form or Registration No.: Not applicable Date Filed: Not applicable
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of the tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/ / third-party tender offer subject to Rule 14d-1.
/X/ issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. / /
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This Tender Offer Statement on Schedule TO relates to the issuer tender
offer by White Mountains Insurance Group, Ltd., a company organized under the
laws of Bermuda (the "Company"), to purchase 1,500,000 of its own issued and
outstanding Common Shares, par value $1.00 per share (the "Common Shares" or the
"Shares"), at a purchase price of $165.00 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated August 21, 2000 (the "Offer to Purchase"), a copy
of which is attached hereto as Exhibit (a)(1)(A), and in the related Letter of
Transmittal (the "Letter of Transmittal"), a copy of which is attached hereto as
Exhibit (a)(1)(B) and which, together with the Offer to Purchase, as amended or
supplemented from time to time, constitute the "Offer" and are herein
incorporated by reference.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the SUMMARY TERM SHEET in the Offer to
Purchase is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the issuer is White Mountains Insurance Group, Ltd., a
company organized under the laws of Bermuda. The Company's principal executive
offices are located at 80 South Main Street, Hanover, New Hampshire 03755-2053,
telephone: (603) 643-1567.
(b) The class of securities to which this statement relates is the
Common Shares, par value $1.00 per share, of which 5,880,115 Shares were issued
and outstanding as of August 18, 2000.
(c) The information set forth in THE TENDER OFFER Section 6 ("Price
Range of Shares") of the Offer to Purchase is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) This Tender Offer Statement is filed by the Company, which is also
the issuer. The information set forth in SCHEDULE I to the Offer to Purchase is
incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a)-(b) The information set forth in the Offer to Purchase is
incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(e) The information set forth in THE TENDER OFFER Section 10
("Agreements Concerning the Shares") is incorporated herein by reference.
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ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a)-(c) The information set forth in the SUMMARY TERM SHEET, THE TENDER
OFFER Section 9 ("Purpose of the Offer; Certain Effects of the Offer") and THE
TENDER OFFER Section 6 ("Price Range of Shares; Dividends") of the Offer to
Purchase is incorporated herein by reference. Other than as disclosed therein,
the Company has no present plans, proposals or negotiations that would relate to
or would result in any transaction or other occurrence with respect to the
filing company or its shares, or any subsidiaries of the Company, of the type
listed in paragraphs (c)(1)-(10) of Item 1006 of Regulation M-A.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in THE TENDER OFFER Section 8
("Source and Amount of Funds") of the Offer to Purchase is incorporated herein
by reference.
(d) Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) The information set forth in SCHEDULE I and SCHEDULE II to the
Offer to Purchase is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
The information set forth in the INTRODUCTION and THE TENDER OFFER
Section 11 ("Fees and Expenses") of the Offer to Purchase is incorporated herein
by reference.
ITEM 10. FINANCIAL STATEMENTS.
The information set forth in THE TENDER OFFER Section 7 ("Certain
Information Concerning the Company") is incorporated herein by reference.
ITEM 11. ADDITIONAL INFORMATION.
(a) The information set forth in the INTRODUCTION, THE TENDER OFFER
Section 9 ("Purpose of the Offer; Certain Effects of the Offer"), THE TENDER
OFFER Section 10 ("Agreements Concerning the Shares") and THE TENDER OFFER
Section 13 ("Certain Legal Matters") of the Offer to Purchase is incorporated
herein by reference.
(b) The information set forth in the Offer to Purchase and Letter of
Transmittal is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1)(A) Offer to Purchase dated August 21, 2000.
(a)(1)(B) Letter of Transmittal dated August 21, 2000.
(a)(1)(C) Notice of Guaranteed Delivery.
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(a)(1)(D) Letter from the Information Agent to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E) Letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(1)(G) Summary Advertisement as published on August 21, 2000.
(a)(1)(H) Text of press release issued by White Mountains Insurance
Group, Ltd., dated August 14, 2000.
(a)(1)(I) Text of press release issued by White Mountains Insurance
Group, Ltd., dated August 21, 2000.
(a)(1)(J) Letter from the Company's Chairman to shareholders dated
August 21, 2000.
(a)(1)(K) Letter to Participants of the Allianz Asset Accumulation Plan.
(b) Not applicable.
(d) None.
(g) None.
(h) None.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
WHITE MOUNTAINS INSURANCE GROUP, LTD.
By: /s/ Michael S . Paquette
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Name: Michael S. Paquette
Title: Senior Vice President and Controller
Dated: August 21, 2000