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 1, 1999
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 (I.R.S. Employer
incorporation or organization) file number) Identification No.)
80 SOUTH MAIN STREET, HANOVER, NEW HAMPSHIRE 03755 (Address of
principal executive offices)
(603) 643-1567
(Registrant's telephone number, including area code)
WHITE MOUNTAINS INSURANCE GROUP, INC.
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
Attached hereto as Exhibit 99 is a press release dated October 25, 1999,
announcing that White Mountains Insurance Group, Inc. has completed its
redomsetication to Bermuda. In changing its domicile from Delaware to Bermuda,
White Mountains Insurance Group, Inc. has changed its name to White Mountains
Insurance Group, Ltd.
ITEM 7. EXHIBITS.
(c) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
----------- -----------
(3)(i) Memorandum of Continuance of White Mountains Insurance
Group, Ltd.
(3)(ii) Bye-Laws of White Mountains Insurance Group, Ltd.
(incorporated herein by reference to Exhibit 3.5 of the
Registration Statement on Form S-4 of White Mountains
Insurance Group (Arizona), Inc.(File No. 333-87649))
(99) Press Release dated October 25, 1999
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 1, 1999 By: /s/ Michael S. Paquette
---------------------------------------
Michael S. Paquette
Senior Vice President and
Controller
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
(3)(i) Memorandum of Continuance of White Mountains Insurance
Group, Ltd.
(3)(ii) Bye-Laws of White Mountains Insurance Group, Ltd.
(incorporated herein by reference to Exhibit 3.5 of the
Registration Statement on Form S-4 of White Mountains
Insurance Group (Arizona), Inc. (File No. 333-87649))
(99) Press Release dated October 25, 1999
Exhibit 3(i)
BERMUDA
THE COMPANIES ACT 1981
MEMORANDUM OF CONTINUANCE OF
COMPANY LIMITED BY SHARES
(Section 132C(2))
MEMORANDUM OF CONTINUANCE
OF
WHITE MOUNTAINS INSURANCE GROUP, LTD.
(hereinafter referred to as the "Company")
1 The liability of the members of the Company is limited to the amount (if
any) for the time being unpaid on the shares respectively held by them.
2. The Company is an exempted company as defined by the Companies Act 1981.
3. The authorized share capital of the Company is US$70,000,000 divided into
50,000,000 common shares of par value US$1.00 each and 20,000,000 preferred
shares of par value US$1.00 each. The minimum subscribed share capital of
the Company is US$12,000.
4. The Company shall not have power to hold land situated in Bermuda.
5. Details of Incorporation:
The Company was incorporated under the name "White Mountains Insurance
Group (Arizona), Inc." in the State of Arizona, U.S.A. on August 31, 1999,
as a wholly-owned subsidiary of White Mountains Insurance Group, Inc., a
corporation which was incorporated in the State of Delaware, U.S.A. on
September 4, 1980. On October 25, 1999, White Mountains Insurance Group,
Inc. merged with and into White Mountains Insurance Group (Arizona), Inc.,
which, as the surviving corporation, changed its name to "White Mountains
Insurance Group, Ltd."
6. The objects of the Company from the date of continuance are:
(1) to carry on any and all functions of a holding company and/or to
provide and/or to coordinate management, advisory and administrative
services to any or all of the following: (i) any affiliated company
(as such term is understood in the Companies Act 1981, irrespective of
the jurisdiction of incorporation) of the Company and (ii) any entity
(wherever formed or existing) controlled, directly or indirectly, by
the Company;
(2) to provide and/or procure financing and financial investment,
management and advisory services to any or all of the following: (i)
any affiliated company (as such term is understood in the Companies
Act 1981, irrespective of the jurisdiction of incorporation) of the
Company and (ii) any entity (wherever formed or existing) controlled,
directly or indirectly, by the Company, and in this connection, to
provide and/or procure credit, financial accommodation, loans and/or
advances with or without interest to any such company or entity and to
lend to and/or deposit with any financial institutions, fund, trust or
other entity, any property of the company and/or any interest therein
to provide collateral for loans or other forms of financing provided
to such Company or entity.
(3) as set out in paragraphs (b) to (n) and to (p) to (u) inclusive of the
Second Schedule to the Companies Act 1981.
7. From the date of continuance the Company shall, pursuant to Section 42 of
the Companies Act 1981, have the power to issue preference shares which
are, at the option of the holder, liable to be redeemed.
8. From the date of continuance, the Company shall, pursuant to Section 42A of
the Companies Act 1981, have the power to purchase its own shares.
Signed by duly authorized persons in the presence of at least one witness
attesting the signature thereof:
/s/ K. Thomas Kemp /s/ Ray Barrette
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Director Witness
/s/ Terry Baxter /s/ Dennis Beaulieu
- ---------------------------------- --------------------------------
Director Witness
Dated this 25th day of October, 1999
Exhibit 99
PRESS
RELEASE
CONTACT: Terry Baxter
603-640-2229
WHITE MOUNTAINS COMPLETES
BERMUDA REDOMESTICATION
HANOVER, New Hampshire/ HAMILTON, Bermuda, October 25, 1999 - White Mountains
Insurance Group today completed its previously announced redomestication from
Delaware to Bermuda. Shareholders gave final approval to the transaction on
October 22nd.
White Mountains' President and CEO Tom Kemp said, "We have completed a
significant milestone in our corporate development. We are pleased to be joining
a distinguished group of Bermuda-based international insurance industry
leaders."
The reorganization is structured to be tax-free to shareholders. Shareholders
automatically will become holders of White Mountains Insurance Group, Ltd, the
new Bermuda company, which will continue to trade on the New York Stock Exchange
as "WTM." The management and business operations of White Mountains will not be
significantly changed. The Company can still be contacted at 80 South Main
Street, Hanover, New Hampshire, or at Clarendon House, 2 Church Street,
Hamilton, Bermuda.
White Mountains Insurance Group, Ltd. (formerly Fund American Enterprises
Holdings, Inc.) can be found at whitemountains.com. It's principal affiliates
are: Financial Security Assurance (FSA) and Folksamerica of New York City; Main
Street America, Keene, New Hampshire; American Centennial Insurance Company,
Wilmington, Delaware, and Peninsula Insurance Company, Salisbury, Maryland.
White Mountains is listed on the New York Stock Exchange under the symbol WTM.
White Mountains Insurance Group, Ltd.
80 South Main Street
Hanover, NH 03755
(603) 643-1567