SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
JUNE 17, 1999
Date of Report (Date of earliest event reported)
WHITE MOUNTAINS INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-8993 94-2708455
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation file number) Identification No.)
or organization)
80 South Main Street, Hanover, New Hampshire 03755
(Address of principal executive offices)
(603) 643-1567
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 11, 1999, the Registrant entered into a definitive agreement to
sell the following property and casualty insurance operations to Unitrin,
Inc. ("Unitrin"); (i) Valley Insurance Company, Valley Property & Casualty
Insurance Company and certain related non-insurance affiliates, collectively
("Valley"); (ii) Charter Indemnity Company and certain related non-insurance
subsidiaries (collectively "Charter"); and (iii) White Mountains Insurance
Company ("WMIC").
On June 17, 1999, the Registrant closed its sale of Valley, Charter and WMIC
to Unitrin and received net proceeds of $139.0 million in cash after
receiving a special dividend prior to the closing of $73.4 million (net of
related tax liabilities) consisting of cash and investment securities. Based
on the amounts received at closing, the Registrant expects to record an
estimated pretax gain of $90.0 million resulting from the sale of Valley,
Charter and WMIC. The proceeds received on June 17, 1999 were based on
estimated closing values which is likely to result in a future purchase price
adjustment upon final determination of such values. The sale to Unitrin did
not include Valley National Insurance Company which continues to be owned by
the Registrant.
The Stock Acquisition Agreement dated February 10, 1999, which provided for
the for the sale of Valley, Charter and WMIC to Unitrin, was previously filed
as Exhibit 10(n) to the Registrant's 1998 Form 10-K dated March 26, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Pro Forma Financial Information. The pro forma financial information
required by part (b) of Item 7 relating to the sale of Valley, Charter and
WMIC is not currently available. The Registrant will provide the requisite
financial information, prepared in accordance with Regulation S-X, in an
amendment to this report within 60 days of the date of this report.
(c) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WHITE MOUNTAINS INSURANCE GROUP, INC.
Dated: June 21, 1999 By: /s/
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Michael S. Paquette
Senior Vice President and
Controller