<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
/X/ Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended December 31, 1998
OR
/ / Transition report pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the transition period from to
-------------------- -------------------
Commission file number 1-8993
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
FOLKSAMERICA HOLDING COMPANY
401(K) SAVINGS AND INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
WHITE MOUNTAINS INSURANCE GROUP, INC.
(formerly "Fund American Enterprises Holdings, Inc.")
80 South Main Street
Hanover, New Hampshire 03755-2053
(603) 643-1567
<PAGE>
EXPLANATORY NOTE
This Annual Report on Form 11-K is being filed so that it may be
incorporated by reference into a Registration Statement on Form S-8 which White
Mountains Insurance Group, Inc. (formerly "Fund American Enterprises Holdings,
Inc.") is filing with respect to shares of Common Stock, $1.00 par value per
share, of White Mountains Insurance Group, Inc. issuable under the Plan.
INFORMATION FILED
The following financial statements and exhibit are filed with, and
included in, this Report:
99(A). Financial statements for the Plan consisting of:
1. Report of Independent Accountants;
2. Statements of Net Assets Available for Plan Benefits as
of December 31, 1998 and 1997;
3. Statements of Changes in Net Assets Available for Plan
Benefits for the years ended December 31, 1998 and 1997;
4. Notes to Financial Statements;
5. Schedule of Assets held for Investment Purposes; and
6. Schedule of Reportable Transactions.
<PAGE>
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Folksamerica Holding Company
401(k) Savings and Investment Plan (the "Plan")
Date: July 9, 1999 By:
--------------------------------------------
Name: Steve E. Fass
Title: Member - Plan Investment
Committee
and:
-------------------------------------------
Name: Michael Tyburski
Title: Member - Plan Investment
Committee
and:
-------------------------------------------
Name: Hellen Dell
Title: Member - Plan Investment
Committee
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
<S> <C>
99(A) Financial statements for the Plan consisting of:
1. Report of Independent Accountants;
2. Statement of Net Assets Available For Plan
Benefits as of December 31, 1998 and 1997;
3. Statement of Changes in Net Assets Available for
Plan Benefits for the years ended December 31,
1998 and 1997;
4. Notes to Financial Statements;
5. Schedule of Assets Held for Investment Purposes;
and
6. Schedule of Reportable Transactions.
</TABLE>
<PAGE>
FOLKSAMERICA HOLDING COMPANY
401(K) SAVINGS AND INVESTMENT PLAN
FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 31, 1998 AND 1997
<PAGE>
FOLKSAMERICA HOLDING COMPANY
401 (K) SAVINGS AND INVESTMENT PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits at
December 31, 1998 and 1997 2
Statements of Changes in Net Assets Available for Plan Benefits for the years
ended December 31, 1998 and 1997 3
Notes to Financial Statements 4-14
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes
at December 31, 1998 15
Item 27d - Schedule of Reportable Transactions for the year
ended December 31, 1998 16
</TABLE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
--------
To the Trustee and Participants of the Folksamerica Holding Company
401(k) Savings and Investment Plan:
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statements of changes in net assets available for
plan benefits present fairly, in all material respects, the net assets
available for Plan benefits of the Folksamerica Holding Company 401(k)
Savings and Investment Plan (the "Plan") at December 31, 1998 and 1997, and
the changes in its net assets available for Plan benefits for the years ended
December 31, 1998 and 1997 in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements
in accordance with generally accepted auditing standards which require that
we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974 ("ERISA"). These
supplemental schedules are the responsibility of the Plan's management. The
supplemental schedules have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
The schedule of assets held for investment purposes that accompanies the Plan's
financial statements does not disclose the historical costs of certain Plan
assets held by the Plan trustee. Disclosure of this information is required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under ERISA.
June 18, 1999
/s/ PricewaterhouseCoopers LLP
<PAGE>
FOLKSAMERICA HOLDING COMPANY
401 (K) SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
----- ----
<S> <C> <C>
Investments:
Funds on deposit with Merrill Lynch $8,084,128 $8,818,058
Trust Company of New York
Loans to participants 267,161 337,237
---------- ----------
Total Investments 8,351,289 9,155,295
Receivables:
Employer contributions 25,993
Participant contributions 33,213
---------- ----------
Net assets available for plan benefits $8,351,289 $9,214,501
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to financial statements
2
<PAGE>
FOLKSAMERICA HOLDING COMPANY
401 (K) SAVINGS AND INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Additions to net assets attributed to:
Interest and dividend income $ 432,034 $ 793,521
Net (depreciation) appreciation
in fair value of investments (514,270) 404,725
----------- -----------
Net investment income (82,236) 1,198,246
Contributions:
Employer contributions 377,562 354,665
Participant contributions and rollovers 470,723 2,639,456
Other increases 534 7,992
----------- -----------
848,819 3,002,113
Total additions 766,583 4,200,360
Deductions from net assets attributed to:
Benefits paid to participants 1,562,592 902,192
Other decreases 67,203 49,892
Net (decrease) increase in net assets available for
plan benefits (863,212) 3,248,276
Net assets available for plan benefits:
Beginning of year 9,214,501 5,966,225
----------- -----------
End of year $ 8,351,289 $ 9,214,501
----------- -----------
----------- -----------
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. THE PLAN:
DESCRIPTION OF PLAN
The following brief description of the Folksamerica Holding Company 401(k)
Savings and Investment Plan (the "Plan") is provided for general information
purposes only. Participants should refer to the Plan agreement for more
complete information. Participants in the Plan include employees of
Folksamerica Holding Company, Inc. (the "Company").
The Plan was originally established on January 1, 1981 to provide retirement
benefits for eligible employees of the Company. The Plan was amended on October
1, 1994 to reflect a change in asset managers.
The Plan is a defined contribution plan subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA). The Company contributes
to the Plan the total amount of salary reduction an employee elects to defer.
Employees may elect to defer from 1% to 12% of their monthly salary (limited to
an annual maximum of $10,000 and $9,500 in 1998 and 1997, respectively). The
Company provides matching contributions equal to 100% of an employee's elective
contribution up to six (6) percent of an employee's contributed compensation.
The Company may also choose to make additional discretionary contributions to
the Plan.
The Plan is sponsored and administered by the Company (the "Plan
Administrator"). The Company has appointed Merrill Lynch Trust Company of New
York as trustee who is responsible for the management of the Plan's assets.
Expenses related to the administration of the Plan are paid by the Company.
ELIGIBILITY AND PARTICIPATION
Employees of the Company must complete one (1) year of service and have attained
the age of 18 to become eligible for participation in the Plan. A year of
service is defined as a twelve consecutive month period, beginning on the
employee's date of hire, during which he or she completes 1,000 hours of
service. An hour of service is any hour the employee works for the Company and
is entitled to payment from the Company. An employee becomes a member of the
Plan on the entry date coincident with or next following the date that he or she
meets the eligibility requirements.
Rollover contributions represent vested account balances transferred by
participants of the Plan from other Plans.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
VESTING
Participants are always 100% vested in employee contributions and rollover
contributions plus net investment income earned on these amounts.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
-----
The Plan provides for full (100%) vesting of the Company's contributions.
Participants become vested in Company contributions based on years of services
as follows:
<TABLE>
<CAPTION>
YEARS OF SERVICE PERCENTAGE
---------------- ----------
<S> <C>
1 0%
2 25%
3 50%
4 75%
5 100%
</TABLE>
TRANSFERS
Participants are permitted to change the investment of their interests in any of
the funds on a daily basis subject to certain limits.
FORFEITURES
Plan participants who terminate employment for reasons other than retirement,
death, or disability will receive the vested portion of their account only.
Amounts forfeited due to terminations of employment will be used to reduce the
Company's future contributions to the Plan.
PARTICIPANT LOANS
The Plan allows loans to participants up to a maximum amount of 50% of the
participant's vested balance not to exceed $50,000. Loan provisions provide for
a term generally not to exceed five years, with interest rates and repayment
schedules to be determined by the Plan Administrator. The interest rates on
participant loans outstanding at December 31, 1998 range from 7% to 8%.
PAYMENT OF BENEFITS
Each participant's accrued benefits, including allocations of Plan earnings, may
be paid to the participant upon retirement, death, disability, resignation,
discharge, or proven hardship. The normal form of benefit payable under this
Plan is a lump sum.
ASSET MANAGEMENT
The trustee of the plan is also the record keeper and custodian of the Plan's
assets.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
-----
PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right,
under the Plan, to suspend contributions, to discontinue contributions, or to
terminate the Plan at any time. In the event of termination, the accounts of the
members of the Plan are fully vested and nonforfeitable.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
-----
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION
The accompanying statements of net assets available for plan benefits and
changes in net assets available for plan benefits have been prepared on the
accrual basis of accounting in accordance with generally accepted accounting
principles.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make significant estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the changes in net assets available for plan benefits during
the reporting period. Actual results could differ from those estimates.
RISKS AND UNCERTAINTIES
The plan provides for investment options in mutual funds and other investment
securities. Investment securities are exposed to various risks, such as interest
rate risk, market risk and credit risk. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to changes in
the value of investment securities, it is at least reasonably possible that
changes in risks in the near term would materially affect participant's account
balances and the amounts reported in the statement of net assets available for
plan benefits and the statement of changes in net assets available for plan
benefits.
INVESTMENTS
The Plan provides for participant-directed investment programs with Merrill
Lynch Trust Company of New York. During 1998 the Company added several funds to
the Plan, to enhance options available to employees. A description of the
investment funds of the Plan are set forth in each Fund's prospectus.
The Plan's investments are stated at fair value, based on the quoted market
price on the last business day of the Plan year.
Pooled separate account balances are recorded at fair value and increase and
decrease with contributions, withdrawals, and realized and unrealized gains and
losses from the assets in the accounts. The value of each separate account is
determined at the close of each business day based on market values of the
underlying assets. Gain or loss on investments in pooled separate accounts sold
during the year is based on their inventory value (market value at the beginning
of the period or cost if purchased prior to the beginning of the period).
<PAGE>
NOTES TO FINANCIAL STATEMENTS
-----
Increase or decrease in the value of investments held in pooled separate
accounts at year end is based on the difference between the market value of such
investments at the end of the year and their inventory value.
Contributions from the participants and the employer are recorded in the period
in which the payroll deductions are made from Plan participants' paychecks.
Funds are remitted to the Plan monthly.
Loans to participants are stated at cost less principal pay downs.
The Plan presents in the statements of changes in net assets available for plan
benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and unrealized
appreciation (depreciation) on those investments.
INCOME TAXES
On January 1, 1981, and again on January 26, 1994, the Internal Revenue Service
approved qualification of the form of the Plan under the provisions of Section
401(k) and 401(a) of the Internal Revenue Code (the "Code"). The Plan has
subsequently been amended. The Plan administrator believes that the Plan, as
amended, is designed and is being operated in compliance with the applicable
requirements of the Code and, therefore, has not applied for a new determination
letter.
3. INVESTMENTS
Investments, at fair value, that represent five percent or more of the Plan's
net assets at December 31, 1998 and 1997 are separately identified as follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Merrill Lynch Retirement Preservation Trust Fund $2,778,197 $2,140,434
Merrill Lynch Global Allocation Fund 637,435 695,612
Merrill Lynch Capital Fund 2,338,815 2,439,538
Merrill Lynch Growth Fund 1,394,550 2,821,562
Merrill Lynch Equity Index Fund 716,168 644,978
---------- ----------
$7,865,165 $8,742,123
---------- ----------
---------- ----------
</TABLE>
Each participant's account is credited with the participant's contributions,
which include amounts transferred from other Plans. Participant contributions
for 1997 include $2,181,615 of assets transferred from the former Christiania
General Insurance Corp. of New York ("CGIC") 401(k) Savings & Investment Plan
into the Plan. CGIC was acquired by the Company in June, 1996.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
-----
The accounts of the former CGIC employees were initially allocated to Plan funds
that were similar to those under the previous plan. The employees were then
allowed to change the investment of their interest in any of the funds in
accordance with the terms of the Plan.
4. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
<TABLE>
<S> <C>
Total contributions:
Balance per financial statements $ 848,819
Contributions receivable 59,206
Classification difference (768)
-----------
Balance per Form 5500 $ 907,257
-----------
-----------
Total investment income:
Balance per financial statements $ (82,236)
Classification difference (591)
-----------
Balance per Form 5500 $ (82,827)
-----------
-----------
Net assets available for plan benefits - beginning of year
Balance per financial statements $ 9,214,501
Contributions receivable (59,206)
CMA Money Fund (7,671)
-----------
Balance per Form 5500 $ 9,147,624
-----------
-----------
Total Benefits paid:
Balance per financial statements $ 1,629,795
CMA Money Fund (7,671)
Classification difference (1,359)
-----------
Balance per Form 5500 $ 1,620,765
-----------
-----------
</TABLE>
5. ALLOCATION OF NET ASSETS
The Plan provides for funds to be invested in separate investment programs.
Following are the changes in net assets available during 1998 and 1997 as
allocated to the separate investment programs:
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
Allocation of Net Assets
Pooled Separate Accounts
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
1998 Merrill Merrill
Lynch Merrill Merrill Merrill Merrill Lynch
Retirement Lynch Lynch Lynch Lynch Davis Ivy Int'l Equity
Preservation Global Capital Special Growth Venture II Fund Index
Trust Allocation Fund Value Fund Fund Return
Fund Fund Fund Fund
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets:
Employer contributions $ 96,818 $ 70,866 $ 59,842 $ 16,823 $ 105,644 $ 5,505 $ 1,958 $ 43,608
Participant contributions 123,036 83,635 76,077 20,444 134,273 5,844 2,450 53,170
Participant rollovers 0 973 973 487
Investment income 153,658 76,495 145,745 8,109 33,232 2,231 247 894
Net (depreciation)
appreciation of investments (36) (70,996) (10,954) (34,803) (557,454) 3,165 (1,155) 162,021
Loan repayment 22,699 23,687 9,398 4,409 33,308 616 734 8,532
Other increases 89 98 35 2 98 1 1 212
---------- --------- ---------- -------- ---------- -------- ------- ---------
Total additions 396,264 184,757 281,116 14,983 (250,412) 17,362 4,234 268,437
Deductions from net assets:
Benefit payments 1,002,976 45,387 170,692 1,017 298,883 5,787
Loan issuances 26,013 15,918 9,431 640 12,774 266 253 734
Other decreases 58,765 91 32 2 85 1 1 235
---------- --------- ---------- -------- ---------- -------- ------- ---------
Net increase (decrease) in
assets available for plan
benefits (691,491) 123,362 100,962 13,324 (562,154) 17,095 3,981 261,680
Net assets transferred by
participant directive 1,329,253 (181,539) (201,684) (60,365) (864,858) 85,159 9,527 (190,491)
Net assets available for plan
benefits:
Beginning of year 2,140,434 695,612 2,439,538 67,942 2,821,562 -- -- 644,978
---------- --------- ---------- -------- ---------- -------- ------- ---------
End of year $2,778,197 $ 637,435 $2,338,815 $ 20,901 $1,394,550 $102,254 $13,508 $ 716,168
---------- --------- ---------- -------- ---------- -------- ------- ---------
---------- --------- ---------- -------- ---------- -------- ------- ---------
<CAPTION>
- ---------------------------------------------------------------------------------------------------
PIMCO Other Loan Fund Contributions Total
Total Receivable
Return
Fund
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions to net assets:
Employer contributions $ 2,491 $ $ $ (25,993) $ 377,562
Participant contributions 2,573 (33,213) 468,290
Participant rollovers 2,433
Investment income 4,531 817 6,076 432,034
Net (depreciation)
appreciation of investments (4,057) (514,270)
Loan repayment 681 (104,063)
Other increases 1 534
------- --------- ---------- ---------- ----------
Total additions 6,219 818 (97,987) (59,206) 766,583
Deductions from net assets:
Benefit payments (414) 38,265 1,562,592
Loan issuances 146 (66,175)
Other decreases 7,992 67,203
------- --------- ---------- ---------- ----------
Net increase (decrease) in
assets available for plan
benefits 6,072 (6,751) (70,076) (59,206) (863,212)
Net assets transferred by
participant directive 74,997
Net assets available for plan
benefits:
Beginning of year -- 7,992 337,237 (59,206) 9,214,501
------- --------- ---------- ---------- ----------
End of year $81,070 $ 1,231 $ 267,161 $8,351,289
------- --------- ---------- ----------
------- --------- ---------- ----------
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
Allocation of Net Assets
Pooled Separate Accounts
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Merrill Lynch Merrill Lynch
Phoenix Retirement Global Merrill Merill Lynch Merrill Lynch
1997 Fund Preservation Allocation Lynch Special Growth Fund
Trust Fund Capital Fund Value Fund
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets:
Employer contributions 26,905 79,075 63,952 52,050 $ 3,040 $ 100,752
Participant contributions 31,404 103,785 81,578 66,356 3,997 134,259
Participant rollovers
Investment Income 50,132 97,406 103,788 283,474 3,988 223,929
Net (depreciation)
appreciation of investments 40,433 2,214 (27,360) 161,788 (6,271) 237,020
Loan repayments 8,071 25,556 29,476 28,959 2,167 57,782
Other increases
----------- ----------- --------- ----------- --------- -----------
Total additions 156,945 308,036 251,434 592,627 6,922 753,742
Deductions from net assets:
Benefit payments 18,807 458,441 56,417 101,859 237,290
Loan issuances 12,398 18,082 35,174 81,297 39,285
Other decreases 2,967 11,208 11,526 8,920 153 14,750
----------- ----------- --------- ----------- --------- -----------
Net increase (decrease) in
assets available for plan
benefits 122,773 (179,696) 148,317 400,551 6,769 462,417
Net assets transferred by
participant directive (376,133) 1,491,299 53,197 (51,017) 61,173 366,813
Net assets available for plan
benefits:
Beginning of year 253,360 828,831 494,098 2,090,004 -- 1,992,332
----------- ----------- --------- ----------- --------- -----------
End of year $ -- $ 2,140,434 $ 695,612 $ 2,439,538 $ 67,942 $ 2,821,562
----------- ----------- --------- ----------- --------- -----------
----------- ----------- --------- ----------- --------- -----------
</TABLE>
<TABLE>
<CAPTION>
Merrill
Lynch Loan Contributions
Equity Index Other Fund Receivable Total
Fund
<S> <C> <C> <C> <C> <C>
Additions to net assets:
Employer contributions $ 2,898 $ 25,993 $ 354,665
Participant contributions 3,247 33,213 457,841
Participant rollovers 2,181,615 2,181,615
Investment Income 342 5,479 24,984 793,521
Net (depreciation)
appreciation of investments (3,099) 404,724
Loan repayments 196 (152,207)
Other increases 7,992 7,992
--------- ----------- --------- -------- ----------
Total additions 3,584 2,195,086 (127,223) 59,206 4,200,360
Deductions from net assets:
Benefit payments 29,376 902,192
Loan issuances (186,237)
Other decreases 368 49,892
--------- ----------- --------- -------- ----------
Net increase (decrease) in
assets available for plan
benefits 3,216 2,195,086 29,637 59,206 3,248,276
Net assets transferred by
participant directive 641,762 (2,187,094)
Net assets available for plan
benefits:
Beginning of year -- -- 307,600 -- 5,966,225
--------- ----------- --------- -------- ----------
End of year $ 644,978 $ 7,992 $ 337,237 $ 59,206 $9,214,501
--------- ----------- --------- -------- ----------
--------- ----------- --------- -------- ----------
</TABLE>
<PAGE>
FOLKSAMERICA HOLDING COMPANY
401(k) SAVINGS AND INVESTMENT PLAN
LINE 27A - SUPPLEMENTAL DATA REQUIRED BY THE DEPARTMENT OF LABOR
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Identity of Issue, Description Of Investment Cost Current Value
Borrower
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Merrill Lynch Trust Merrill Lynch Retirement Preservation $2,778,197 $2,778,197
Company of New York Trust Fund
Merrill Lynch Global Allocation Fund (1) 637,435
Merrill Lynch Capital Fund (1) 2,338,815
Merrill Lynch Special Value Fund (1) 20,901
Merrill Lynch Growth Fund (1) 1,394,550
Davis Venture Fund II (1) 102,254
Ivy International Fund (1) 13,508
Merrill Lynch Equity Index Fund (1) 716,168
PIMCO Total Return Fund (1) 81,070
Other (1) 1,231
---------- ----------
$2,778,197 $8,084,128
---------- ----------
---------- ----------
Participant loans Interest rate, 7% to 8% $ 267,161 $ 267,161
---------- ----------
---------- ----------
</TABLE>
(1) Cost not available
<PAGE>
FOLKSAMERICA HOLDING COMPANY
401(k) SAVINGS AND INVESTMENT PLAN
SUPPLEMENTAL DATA REQUIRED BY THE DEPARTMENT OF LABOR
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS.
FOR THE YEAR ENDED DECEMBER 31, 1998
The following represents any transactions or series of transactions during 1998
which included an amount in excess of five percent of the current value of Plan
assets as of December 31, 1997:
<TABLE>
<CAPTION>
Identity of Description of Asset Purchase Selling Cost of Current Number of
Party Price Price Asset Value of Transactions
Involved Asset on
Transaction
Date
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Merrill Merrill Lynch $644,223 $ $ 644,223 $ 644,223 NA
Lynch Trust Retirement Preservation
Co. of New Trust Fund
York
Merrill Lynch Growth 620,451 648,153 620,451 NA
Fund
Merrill Lynch 1,159,202 1,159,202 1,159,202 NA
Retirement Preservation
Trust Fund
Merrill Lynch Growth $ 576,263 $ 679,539 $ 576,263 NA
Fund
</TABLE>
