As filed with the Securities and Exchange Commission on February 15, 2000
Registration No. 333-82563
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)
FOLKSAMERICA HOLDING COMPANY
401(k) SAVINGS AND INVESTMENT 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)
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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 ("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. 333-82563) as its own
Registration Statement for all purposes of 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 Report 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;
(d) Description of Registrant's common shares, par value $1.00 per share,
contained in the Registrant's Form 8-A; and
(e) the Plan's Annual Report on Form 11-K for the year ended December 31,
1998.
All documents subsequently filed by Registrant or the Plan 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.
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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, 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 per-
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son 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.
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.
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)).
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3(b) Bye-Laws of Registrant (incorporated by reference to
Exhibit 3(ii) of the Registrant's current report on Form
8-K filed November 1, 1999 (Commission file number
1-8993)).
4 Folksamerica Holding Company 401(k) Savings and Investment
Plan and Trust Agreement, as amended (filed as Exhibit 4(c)
to Registrant's Registration Statement on Form S-8 dated
July 9, 1999 (file no. 333-82563)).
5 The undersigned registrant hereby undertakes that it will
submit, or has submitted, the Plan and any amendments
thereto to the Internal Revenue Service (the "IRS") in a
timely manner and will make or has made all changes
required by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code of 1986, as
amended, or any successor thereto.
23(a) Consent of KPMG LLP.*
23(b) Consent of Ernst & Young LLP.*
23(c) Consent of PricewaterhouseCoopers LLP.*
23(d) 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
Securities Act of 1933;
(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
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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 estimated 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 by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into 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.
(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
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expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) 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.
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: President and Chief Executive
Officer
The Plan. Pursuant to the requirements of the Securities Act of 1933,
Folksamerica Holding Company 401(k) Savings and Investment Plan (the "Plan") has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 15th day of February, 2000.
Folksamerica Holding Company 401(k) Savings
and Investment Plan
By /s/ Steve E. Fass
-------------------------------------
Name: Steve E. Fass
Title: Member - Plan Investment
Committee
And:
/s/ Michael Tyburski
-------------------------------------
Name: Michael Tyburski
Title: Member - Plan Investment
Committee
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And:
/s/ Hellen Dell
-------------------------------------
Name: Hellen Dell
Title: Member - Plan Investment
Committee
Signatures Title Date
President,
Chief Executive Officer and
/s/ Thomas Kemp Director
- ----------------------------------- (Principal Executive Officer)
K. Thomas Kemp February 15, 2000
Executive Vice President,
Chief Financial Officer and
Authorized U.S. Representative
/s/ Raymond Barrette (Principal Financial Officer)
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Raymond Barrette February 15, 2000
Senior Vice President and
Controller
/s/ Michael S. Paquette (Principal Accounting
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Michael S. Paquette Officer) February 15, 2000
/s/ John J. Byrne Chairman, Director February 15, 2000
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John J. Byrne
/s/ Patrick M. Byrne Director February 15, 2000
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Patrick M. Byrne
/s/ Terry L. Baxter Director February 15, 2000
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Terry L. Baxter
/s/ Howard L. Clark, Jr. Director February 15, 2000
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Howard L. Clark, Jr.
/s/ Robert P. Cochran Director February 15, 2000
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Robert P. Cochran
/s/ George J. Gillespie III Director February 15, 2000
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George J. Gillespie III
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/s/ John D. Gillespie Director February 15, 2000
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John D. Gillespie
/s/ Gordon S. Macklin Director February 15, 2000
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Gordon S. Macklin
/s/ Frank A. Olson Director February 15, 2000
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Frank A. Olson
/s/ Arthur Zankel Director February 15, 2000
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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 (incorporated by
reference to Exhibit 3(ii) of the
Registrant's current report on Form 8-K
filed November 1, 1999 (Commission file
number 1-8993)).
4 Folksamerica Holding Company 401(k) Savings and Investment
Plan Agreement, as amended.*
5 The undersigned registrant hereby
undertakes that it will cause the Plan and
any amendments thereto to be submitted to
the Internal Revenue Service (the "IRS") in
a timely manner and will make all changes
required by the IRS in order to qualify the
Plan under Section 401 of the Internal
Revenue Code of 1986, as amended, or any
successor thereto.
23(a) Consent of KPMG LLP.*
23(b) Consent of Ernst & Young LLP.*
23(c) Consent of PricewaterhouseCoopers LLP.*
23(d) Consent of PricewaterhouseCoopers LLP.*
24 Powers of Attorney.*
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*Previously filed.