As filed with the Securities and Exchange Commission on February 15, 2000
Registration No. 333-89381
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
WHITE MOUNTAINS INSURANCE GROUP, LTD.
(formerly "White Mountains Insurance Group, Inc.")
(Exact name of registrant as specified in its charter)
Bermuda 94-2708455
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
80 South Main Street
Hanover, New Hampshire 03755-2053
(Address, including zip code, of registrant's principal executive offices)
EXECUTIVE BONUS PLAN
(Full title of the plan)
Michael S. Paquette
Senior Vice President and Controller
White Mountains Insurance Group, Ltd.
80 South Main Street
Hanover, New Hampshire 03755-2053
(603) 643-1567
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
This Post-Effective Amendment is being filed pursuant to Rule 414 under the
Securities Act of 1933, as amended (the "Securities Act"), by White Mountains
Insurance Group, Ltd., a Bermuda company (the "White Mountains-Bermuda"), as
successor to White Mountains Insurance Group, Inc., a Delaware corporation
("White Mountains (Delaware)"). White Mountains-Bermuda hereby expressly adopts
this registration statement on Form S-8 (File No. 333-89381) as its own
registration statement for all purposes under the Securities Act and the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed (Commission file no. 1-8993) with
the Commission hereby are incorporated in this Registration Statement by
reference:
(a) Annual Report on Form 10-K of White Mountains (Delaware) for the
year ended December 31, 1998;
(b) Quarterly Reports on Form 10-Q of White Mountains (Delaware) for
the quarters ended March 31, 1999, June 30, 1999 and September 30, 1999;
(c) Current Reports on Form 8-K dated March 10, 1999, May 27, 1999,
June 1, 1999, June 8, 1999, June 17, 1999 (as amended by a Current Report
on Form 8-K/A (Amendment No. 1) filed August 17, 1999), June 29, 1999,
August 5, 1999, October 18, 1999, November 1, 1999, January 11, 2000 and
January 27, 2000; and
(d) description of the Registrant's common shares, par value $1.00 per
share, contained in the Registrant's Form 8-A.
All documents subsequently filed by Registrant pursuant to Sections 13(a),
14, and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Bye-Law 33 of White Mountains-Bermuda's Bye-Laws provides that White
Mountains-Bermuda shall indemnify its officers and directors to the fullest
extent possible except as prohibited by the Companies Act 1981 (the "Act").
Without limiting the foregoing,
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the Directors, Secretary and other Officers (such term to include, for the
purposes of the Bye-laws, any Alternate Director or any person appointed to any
committee by the Board or any person who is or was serving at the request of
White Mountains-Bermuda as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise (including,
without limitation, any employee benefit plan)) and every one of them, and their
heirs, executors and administrators, shall be indemnified and secured harmless
out of assets of White Mountains-Bermuda from and against all actions, costs,
charges, losses, damages and expenses which they or any of them, their heirs,
executors or administrators, shall or may incur or sustain by or by reason of
any act done, concurred in or omitted (actual or alleged) in or about the
execution of their duty, or supposed duty, or in their respective offices or
trusts, and none of them shall be answerable for the acts, receipts, neglects or
defaults of the others of them or for joining in any receipts for the sake of
conformity, or for any bankers or other persons with whom any moneys or effects
belonging to White Mountains-Bermuda shall or may be lodged or deposited for
safe custody, or for insufficiency or deficiency of any security upon which any
moneys of or belonging to White Mountains-Bermuda shall be placed out on or
invested, or for any other loss, misfortune or damage which may happen in the
execution of their respective offices or trusts, or in relation thereto,
provided that this indemnity shall not extend to any matter in respect of which
such person is, or may be, found guilty of fraud or dishonesty.
White Mountains-Bermuda may purchase and maintain insurance to protect
itself and any Director, Officer or other person entitled to indemnification
pursuant to the Bye-laws to the fullest extent permitted by law.
All reasonable expenses incurred by or on behalf of any person entitled to
indemnification pursuant to Bye-law 33(1) in connection with any proceeding
shall be advanced to such person by White Mountains-Bermuda within twenty (20)
business days after the receipt by White Mountains-Bermuda of a statement or
statements from such person requesting such advance or advances from time to
time, whether prior to or after final disposition of such proceeding. Such
statement or statements shall reasonably evidence the expenses incurred by such
person and, if required by law or requested by White Mountains-Bermuda at the
time of such advance, shall include or be accompanied by an undertaking by or on
behalf of such person to repay the amounts advanced if it should ultimately be
determined that such person is not entitled to be indemnified against such
expenses pursuant to the Bye-laws.
The right of indemnification and advancement of expenses provided in the
Bye-laws shall not be exclusive of any other rights to which those seeking
indemnification may otherwise be entitled, and the provisions of the Bye-laws
shall inure to the benefit of the heirs and legal representatives of any person
entitled to indemnity under the Bye-laws and shall be applicable to proceedings
commenced or continuing after the adoption of the Bye-laws, whether arising from
acts or omissions occurring before or after such adoption. Any repeal or
modification of the foregoing provisions of this section shall not adversely
affect any right or protection existing at the time of such repeal or
modification.
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Section 98 of the Act provides that White Mountains-Bermuda may indemnify
its directors and officers in their capacity as such in respect of any loss
arising or liability attaching to them by virtue of any rule of law in respect
of any negligence, default, breach of duty or breach of trust of which a
director or officer may be guilty in relation to White Mountains-Bermuda other
than his or her own fraud or dishonesty. Bermuda law permits White
Mountains-Bermuda to indemnify a director or officer against any liability
incurred by him in defending any proceedings, whether civil or criminal, in
which judgment is given in his favor or in which he is acquitted or when other
similar relief is granted to him.
Insurance is maintained on a regular basis against liabilities arising on
the part of directors and officers out of their performance in such capacities
or arising on the part of the registrant out of its foregoing indemnification
provisions, subject to certain exclusions and to the policy limits.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
The following exhibits are furnished with this Registration Statement:
Exhibit No. Description
3(a) Memorandum of Continuance of Registrant (incorporated by reference to
Exhibit (3)(i) of the Registrant's current report on Form 8-K filed
November 1, 1999 (Commission File number 1-8993)).
3(b) Bye-Laws of Registrant as (incorporated by reference to as Exhibit
3(ii) to Registrant's current report on Form 8-K filed November 1,
1999 (Commission file number 1-8993)).
23(a) Consent of KPMG LLP.*
23(b) Consent of Ernst & Young LLP.*
23(c) Consent of PricewaterhouseCoopers LLP.*
24 Powers of attorney.*
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*Previously filed.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3)
of the 1933 Act:
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the esti-
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mated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by Registrant pursuant to Section
13 or Section 15(d) of the 1934 Act that are incorporated by reference
in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or pro-
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ceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Hanover, State of New Hampshire, on the 15th day of
February, 2000.
WHITE MOUNTAINS INSURANCE
GROUP, LTD.
By /s/ K. Thomas Kemp
---------------------------------------
Name: K. Thomas Kemp
Title: Director, President and
Chief Executive Officer
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Executive Bonus Plan has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the Town of
Hanover, State of New Hampshire, on the 15th day of February, 2000.
Executive Bonus Plan
By /s/ Gordon S. Macklin
--------------------------------------
Name: Gordon S. Macklin
Title: Member & Chairman -
Human Resources Committee
And: /s/ Patrick M. Byrne
-------------------------------------
Name: Patrick M. Byrne
Title: Member - Human Resources
Committee
And: /s/ Howard L. Clark, Jr.
-------------------------------------
Name: Howard L. Clark, Jr.
Title: Member - Human Resources
Committee
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And: /s/ Robert R. Cochran
-------------------------------------
Name: Robert P. Cochran
Title: Member - Human Resources
Committee
And: /s/ George J. Gillespie, III
-------------------------------------
Name: George J. Gillespie, III
Title: Member - Human Resources
Committee
And: /s/ Frank A. Olson
-------------------------------------
Name: Frank A. Olson
Title: Member - Human Resources
Committee
Signatures Title Date
President and
Chief Executive Officer;
Director
/s/ K. Thomas Kemp (Principal Executive February 15, 2000
- ----------------------------- Officer)
K. Thomas Kemp
Executive Vice President,
Chief Financial Officer and
Authorized U.S. Representative
/s/ Raymond Barrette (Principal Financial February 15, 2000
- ----------------------------- Officer)
Raymond Barrette
Senior Vice President and
Controller
/s/ Michael S. Paquette (Principal Accounting February 15, 2000
- ----------------------------- Officer)
Michael S. Paquette
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Directors:
/s/ Terry L. Baxter Director February 15, 2000
- -----------------------------
Terry L. Baxter
/s/ John J. Byrne Chairman, Director February 15, 2000
- -----------------------------
John J. Byrne
/s/ Patrick M. Byrne Director February 15, 2000
- -----------------------------
Patrick M. Byrne
/s/ Howard L. Clark, Jr. Director February 15, 2000
- -----------------------------
Howard L. Clark, Jr.
/s/ Robert P. Cochran Director February 15, 2000
- -----------------------------
Robert P. Cochran
/s/ George J. Gillespie, III Director February 15, 2000
- -----------------------------
George J. Gillespie, III
/s/ John D. Gillespie Director February 15, 2000
- -----------------------------
John D. Gillespie
/s/ Gordon S. Macklin Director February 15, 2000
- -----------------------------
Gordon S. Macklin
/s/ Frank A. Olson Director February 15, 2000
- -----------------------------
Frank A. Olson
/s/ Arthur Zankel Director February 15, 2000
- -----------------------------
Arthur Zankel
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EXHIBIT INDEX
Exhibit No. Description
3(a) Memorandum of Continuance of Registrant (incorporated by reference to
Exhibit (3)(i) of the Registrant's current report on Form 8-K filed
November 1, 1999 (Commission File number 1-8993)).
3(b) Bye-Laws of Registrant as (incorporated by reference to as Exhibit 3(ii) to
Registrant's current report on Form 8-K filed November 1, 1999 (Commission
file number 1-8993)).
23(a) Consent of KPMG LLP.*
23(b) Consent of Ernst & Young LLP.*
23(c) Consent of PricewaterhouseCoopers LLP.*
24 Powers of Attorney.*
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*Previously filed.