As filed with the Securities and Exchange Commission on February 22, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WHITE MOUNTAINS INSURANCE GROUP, LTD.
(Exact name of registrant as specified in its charter)
BERMUDA 94-2708455
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
28 GATES STREET
WHITE RIVER JUNCTION, VERMONT 05001
(Address of Principal Executive Offices)
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WHITE MOUNTAINS LONG-TERM INCENTIVE PLAN
WHITE MOUNTAINS INSURANCE GROUP DISCOUNTED OPTION PLAN
ONEBEACON INSURANCE DISCOUNTED OPTION PLAN
(full title of plans)
J. BRIAN PALMER
CHIEF ACCOUNTING OFFICER
WHITE MOUNTAINS INSURANCE GROUP, LTD.
28 GATES STREET
WHITE RIVER JUNCTION, VERMONT 05001
(802) 295-4500
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed maximum Proposed maximum Amount of
securities to be offering price per aggregate offering registration
to be registered registered share price fee
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Common Shares, par value $1.00 per 530,000 [1] $331.80 [2] $175,854,000 [2] $16,179
share
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[1] Amount to be registered will include an indeterminate additional number
which may be issuable pursuant to the antidilution provisions of the White
Mountains Long-Term Incentive Plan.
[2] Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and (c) under the Securities Act of 1933, as amended,
and based on the average of the high and low prices of the Registrant's Common
Shares reported on the New York Stock Exchange on February 21, 2002.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUSES
The document(s) containing the information specified in Part I of Form
S-8 with respect to each of the White Mountains Long-Term Incentive Plan, White
Mountains Insurance Group Discounted Option Plan, and OneBeacon Insurance Group
Discounted Option Plan (collectively, the "Plans"), have been or will be sent or
given to participating employees as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act"). These documents and
the documents incorporated by reference into this Registration Statement, taken
together, constitute prospectuses that meet the requirements of Section 10(a) of
the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by White Mountains Insurance
Group, Ltd. (the "Registrant") (Commission file no. 1-8993) pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby are
incorporated in this Registration Statement by reference:
(a) the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000 (the "2000 Form 10-K"), and the Registrant's
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001,
June 30, 2001 and September 30, 2001;
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 2000; and
(c) the description of the Registrant's common shares, par value $1.00
per share, contained in the Registrant's Form 8-A filed December 16,
1999.
All documents subsequently filed by the Registrant or the Plans
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement 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.
Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 33 of the Registrant's Bye-laws (the "Bye-laws") provides that
the Registrant will indemnify its officers and directors to the fullest extent
possible under the Bermuda Companies Act of 1981 (as amended from time to time,
the "Companies Act"). Without limiting the foregoing, the directors, secretary
and other officers (including any alternate director or any person appointed to
any committee by the board of directors or any person who is or was serving at
the request of the Registrant 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 the assets of the Registrant 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 the Registrant 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 the Registrant 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.
The Registrant 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 Section 33 of the Bye-laws in connection with any
proceeding shall be advanced to such person by the Registrant within twenty (20)
business days after the receipt by the Registrant 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 the Registrant 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 Section 33 of the Bye-laws shall not
adversely affect any right or protection existing at the time of such repeal or
modification.
Section 98 of the Companies Act provides that the Registrant may
indemnify its directors and officers in their capacity as such in respect of any
loss arising or liability attached 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 the Registrant other than his
or her own fraud or dishonesty. Bermuda law permits the Registrant 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
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(4)(a) Memorandum of Continuance of the 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)).
(4)(b) Bye-Laws of the 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)).
(5)(a) Opinion of Conyers Dill & Pearman.
(23)(a) Consent of KPMG LLP.
(23)(b) Consent of PricewaterhouseCoopers LLP relating to the
Registrant.
(23)(c) Consent of PricewaterhouseCoopers LLP relating to the
CGU Corporation.
(23)(d) Consent of PricewaterhouseCoopers.
(23)(e) Consent of Conyers Dill & Pearman (included in Exhibit
(5)(a)).
(24)(a) Powers of Attorney.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a)(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;
(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;
(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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) 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 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 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
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 Securities
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, the 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 White River Junction, State of Vermont, on
February 22, 2002.
WHITE MOUNTAINS INSURANCE GROUP, LTD.
By /s/ J. BRIAN PALMER
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Name: J. Brian Palmer
Title: Chief Accounting Officer
DIRECTORS AND OFFICERS OF THE REGISTRANT. Pursuant to the
requirements of the Securities Act of 1933, this Registration Statement
has been signed below by the following persons in the capacities
indicated and on the dates indicated below.
Signatures Title Date
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President February 22, 2002
/S/ K. THOMAS KEMP (Principal Executive Officer)
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K. Thomas Kemp
Vice President and Treasurer February 22, 2002
/S/ DENNIS P. BEAULIEU (Principal Financial Officer)
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Dennis P. Beaulieu
/S/ J. BRIAN PALMER Chief Accounting Officer February 22, 2002
------------------- (Principal Accounting Officer)
J. Brian Palmer
Signatures Title Date
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* Chairman, Director February 22, 2002
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John J. Byrne
* Director February 22, 2002
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Patrick M. Byrne
* Director February 22, 2002
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Howard L. Clark, Jr.
* Director February 22, 2002
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Robert P. Cochran
* Director February 22, 2002
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George J. Gillespie III
* Deputy Chairman, Director February 22, 2002
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Gordon S. Macklin
* Director February 22, 2002
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Frank A. Olson
* Director February 22, 2002
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Steven E. Fass
* President, Director February 22, 2002
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K. Thomas Kemp
* Director February 22, 2002
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Joseph S. Steinberg
* Director February 22, 2002
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John D. Gillespie
* Director February 22, 2002
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Raymond Barrette
* Director February 22, 2002
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Arthur Zankel
* Director February 22, 2002
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Mark J. Byrne
* executed by: /S/ K. THOMAS KEMP
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K. Thomas Kemp
Attorney-in-Fact
EXHIBIT INDEX
Exhibit No. Description
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(4)(a) Memorandum of Continuance of the 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)).
(4)(b) Bye-Laws of the 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)).
(5)(a) Opinion of Conyers Dill & Pearman.
(23)(a) Consent of KPMG LLP.
(23)(b) Consent of PricewaterhouseCoopers LLP relating to the
Registrant.
(23)(c) Consent of PricewaterhouseCoopers LLP relating to the
CGU Corporation.
(23)(d) Consent of PricewaterhouseCoopers.
(23)(e) Consent of Conyers Dill & Pearman (included in
Exhibit (5)(a)).
(24)(a) Powers of Attorney.