UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

November 17, 2005
Date of Report (Date of earliest event reported)

 

WHITE MOUNTAINS INSURANCE GROUP, LTD.

(Exact name of registrant as specified in its charter)

 

Bermuda		1-8993		94-2708455
(State or other jurisdiction of		(Commission file		(I.R.S. Employer
incorporation or organization)		number)		Identification No.)

 

80 South Main Street, Hanover, New Hampshire 03755
(Address of principal executive offices)

 

(603) 640-2200
(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 5.02 ELECTION OF DIRECTORS.

 

(d) White Mountains Insurance Group, Ltd. issued a press release announcing the election, on November 17, 2005, of Allan L. Waters to the Board of Directors.  The press release furnished herewith is attached as Exhibit 99.1 to this Form 8-K.

 

White Mountains has entered into various reinsurance transactions with Olympus Re Holdings, Ltd. (“Olympus”) as described in the Registrant’s 2005 Proxy Statement under “Certain Relationships and Related Transactions – Olympus” and which is incorporated herein by reference.  Mr. Waters owns approximately .1% of the outstanding common shares of Olympus.  In addition, Mr. Waters' consulting firm, Mulherring Capital Advisors, LLC, has been retained by Olympus to perform certain services during 2005. Fees accrued pursuant to this arrangement total approximately $120,000 plus out-of-pocket expenses as of the date of this filing.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(c) Exhibits.  The following exhibit is furnished herewith:

 

EXHIBIT INDEX

 

99.1 Press Release of White Mountains Insurance Group, Ltd. dated November 18, 2005.

 

 

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, LTD.
DATED: November 18, 2005	By:	/s/	J. BRIAN PALMER
			J. Brian Palmer
			Chief Accounting Officer

 

2

 

Exhibit 99.1

 

	PRESS RELEASE
	CONTACT:  David Foy Tel:  (203) 458-5850

 

ALLAN WATERS ELECTED TO WHITE MOUNTAINS’ BOARD

 

HAMILTON, Bermuda, November 18, 2005 – The Board of Directors of White Mountains Insurance Group, Ltd. (NYSE: WTM) today elected Allan L. Waters as a Director of the Company.

 

Mr. Waters is the Founder and Managing Member of Mulherrin Capital Advisors, LLC, a financial services consulting firm, with primary emphasis on the property and casualty insurance business.  He was formerly the Chief Financial Officer of the Company, a position he held until 1997.  In addition, Mr. Waters previously served on the Company’s Board from November 2003 to October 2004.

 

CEO Steve Fass said, “I am pleased to welcome Allan back to the Board.  He knows our Company and our industry well.  His sound judgment and extensive experience in the insurance/reinsurance business will benefit our owners.”

 

ADDITIONAL INFORMATION

 

White Mountains is a Bermuda-domiciled financial services holding company traded on the New York Stock Exchange and the Bermuda Stock Exchange under the symbol WTM. Additional financial information and other items of interest are available at the Company’s web site located at www.whitemountains.com.

 

 

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

 

The press release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  All statements, other than statements of historical facts, included or referenced in this release which address activities, events or developments which we expect or anticipate will or may occur in the future are forward-looking statements.  The words “will,” “believe,” “intend,” “expect,” “anticipate,” “project,” “estimate,” “predict” and similar expressions are also intended to identify forward-looking statements.  These forward-looking statements include, among others, statements with respect to White Mountains’:

 

•                                          growth in book value per share or return on equity;

 

•                                          business strategy;

 

•                                          financial and operating targets or plans;

 

•                                          incurred losses and the adequacy of its loss and loss adjustment expense reserves and related reinsurance;

 

•                                          projections of revenues, income (or loss), earnings (or loss) per share, dividends, market share or other financial forecasts;

 

•                                          expansion and growth of our business and operations; and

 

•                                          future capital expenditures.

 

These statements are based on certain assumptions and analyses made by White Mountains in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors believed to be appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks and uncertainties that could cause actual results to differ materially from expectations, including:

 

•                                          claims arising from catastrophic events, such as hurricanes, earthquakes, floods or terrorist attacks;

 

•                                          the continued availability of capital and financing;

 

•                                          general economic, market or business conditions;

 

•                                          business opportunities (or lack thereof) that may be presented to it and pursued;

 

•                                          competitive forces, including the conduct of other property and casualty insurers and reinsurers;

 

•                                          changes in domestic or foreign laws or regulations, or their interpretation, applicable to White Mountains, its competitors or its clients;

 

•                                          an economic downturn or other economic conditions adversely affecting its financial position;

 

•                                          recorded loss reserves subsequently proving to have been inadequate;

 

•                                          other factors, most of which are beyond White Mountains’ control.

 

Consequently, all of the forward-looking statements made in this press release are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by White Mountains will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, White Mountains or its business or operations. White Mountains assumes no obligation to update publicly any such forward-looking statements, whether as a result of new information, future events or otherwise.