<PAGE>
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------
(Title of Class of Securities)
31769P 10 0
-----------
(CUSIP Number)
Michael S. Paquette
Senior Vice President and Controller
White Mountains Insurance Group, Inc.
80 South Main Street
Hanover, NH 03755
(603) 640-2205
--------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
SEPTEMBER 2, 1999
--------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box .
Check the following box if a fee is being paid with this statement .
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class. (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
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CUSIP NO. 31769P 10 0
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(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
White Mountains Insurance Group, Inc. ("WMIG") 94-2708455
(formerly Fund American Enterprises Holdings, Inc.)
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) _____________
of a Group (See Instructions)
___________________________________(b)_______________
(3) (SEC Use Only)
- --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
WC
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization Delaware
- --------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting -------------------------------------
Person With (8) Shared Voting Power
8,020,807*
-------------------------------------
(9) Sole Dispositive Power
0
-------------------------------------
(10) Shared Dispositive Power
8,020,807*
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
8,020,807 shares*
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) Approximately 23.9%
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(14) Type of Reporting Person (See Instructions) HC, CO
- --------------------------------------------------------------------------------
* The reporting person owns no shares of record and beneficially owns (through
wholly-owned affiliates) 6,020,807 shares of common stock ("Common Stock") of
Financial Security Assurance Holdings Ltd. ("FSA"). The amounts shown in rows
(8), (10), (11) and (13) also include 2,000,000 shares of Series A Convertible
Redeemable Preferred Stock of FSA ("Preferred Stock"), convertible at the option
of the holder thereof into Common Stock, as further described herein.
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CUSIP NO. 31769P 10 0
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(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
White Mountains Holdings, Inc. ("WMH") 51-0328932
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(2) Check the Appropriate Box if a Member (a) _____________
of a Group (See Instructions)
___________________________________(b)_______________
(3) (SEC Use Only)
- --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
WC
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
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(6) Citizenship or Place of Organization Delaware
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Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting -------------------------------------
Person With (8) Shared Voting Power
8,020,807*
-------------------------------------
(9) Sole Dispositive Power
0
-------------------------------------
(10) Shared Dispositive Power
8,020,807*
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
8,020,807 shares*
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) Approximately 23.9%
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(14) Type of Reporting Person (See Instructions) HC, CO
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* The reporting person owns no shares of record and beneficially owns (through
wholly-owned affiliates) 6,020,807 shares of Common Stock. The amounts shown in
rows (8), (10), (11) and (13) also include 2,000,000 shares of Preferred Stock,
convertible at the option of the holder thereof into Common Stock, in each case
as further described herein.
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CUSIP NO. 31769P 10 0
- --------------------------------------------------------------------------------
(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
White Mountains Services Corporation ("WMSC") 38-2011419
(formerly Source One Mortgage Services Corporation)
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(2) Check the Appropriate Box if a Member (a) _____________
of a Group (See Instructions)
___________________________________(b)_______________
(3) (SEC Use Only)
- --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
WC
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
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(6) Citizenship or Place of Organization Delaware
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Number of Shares (7) Sole Voting Power
Beneficially Owned 8,020,807*
by Each Reporting ---------------------------
Person With (8) Shared Voting Power
0
---------------------------
(9) Sole Dispositive Power
8,020,807*
---------------------------
(10) Shared Dispositive Power
0
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
8,020,807 shares*
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) Approximately 23.9%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
- --------------------------------------------------------------------------------
* The reporting person directly owns 6,020,807 shares of Common Stock of record.
The amounts shown in rows (7), (9), (11) and (13) also include 2,000,000 shares
of Preferred Stock, convertible at the option of the holder thereof into Common
Stock, in each case as further described herein.
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ONLY ITEMS REPORTED IN THIS AMENDMENT NO. 7 TO SCHEDULE 13D ARE
AMENDED FROM THE FILING ON SCHEDULE 13D DATED MAY 13, 1994, AS AMENDED BY
AMENDMENT NO. 1 DATED SEPTEMBER 2, 1994, AMENDMENT NO. 2 DATED SEPTEMBER
14, 1994, AMENDMENT NO. 3 DATED JANUARY 17, 1995, AMENDMENT NO. 4 DATED
NOVEMBER 13, 1995, AMENDMENT NO. 5 DATED JUNE 17, 1996 AND AMENDMENT NO. 6
DATED MAY 12, 1999 (AS SO AMENDED, THE "SCHEDULE 13D"), FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION BY WMIG, WITH RESPECT TO THE COMMON
STOCK, PAR VALUE $.01 PER SHARE, OF FSA, A NEW YORK CORPORATION. ALL OTHER
ITEMS REMAIN UNCHANGED. UNLESS OTHERWISE SPECIFIED, ALL DEFINED TERMS
USED HEREIN HAVE THE MEANING PREVIOUSLY ASCRIBED TO THEM IN THE SCHEDULE
13D.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this Amendment No. 7 are WMIG (a Delaware
corporation), WMH (a Delaware corporation) and WMSC (a Delaware corporation),
collectively referred to herein as the "Reporting Persons". WMH and WMSC are
each direct or indirect wholly-owned subsidiaries of WMIG.
WMIG, WMSC and WMH are financial services holding companies. The
principal business and office address of WMIG and WMH is 80 South Main
Street, Hanover, New Hampshire 03755 and the principal business and office
address of WMSC is P.O. Box 2005, Farmington Hills, MI 48333-2005.
Information with respect to each executive officer and director of each
of the Reporting Persons, including each such officer's and director's name,
residence or business address, present principal occupation or employment and
the name, principal business and address of any corporation or other
organization in which such employment is conducted, and citizenship, is set
forth in Schedule I attached to this Amendment No. 7, which Schedule I is
incorporated herein by reference.
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None of the Reporting Persons nor, to the knowledge of the Reporting
Persons, any executive officer or director of any of the Reporting Persons has,
during the last five years, (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceedings was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On September 2, 1999, WMSC exercised its ten-year option with MediaOne
Capital Corporation ("MediaOne", formerly U S WEST Capital Corporation) to
purchase 1,893,940 shares of Common Stock from MediaOne at a purchase price of
$26.40 per share. The consideration provided to MediaOne to exercise such
options consisted of $16.00 in cash and $50.0 million of proceeds arising from
the redemption of MediaOne preferred stock held by WMSC, which also occurred on
September 2, 1999.
ITEM 4. PURPOSE OF TRANSACTION.
As previously stated, on September 2, 1999, WMSC exercised its ten-year
option with MediaOne to purchase 1,893,940 shares of Common Stock from MediaOne
at a purchase price of $26.40 per share. The Common Shares acquired by WMSC on
September 2, 1999 are being held by WMSC for investment purposes . All Common
Shares owned by WMSC are subject to a Registration Rights Agreement dated May
13, 1994 with MediaOne and the Issuer (previously filed herein).
Except as set forth above, neither WMIG, WMH nor WMSC has any current
plans or proposals which relate to or would result in: (a) the acquisition by
any person of additional securities of the Issuer, or the disposition of
securities of the Issuer; (b) an extraordinary corporate transaction, such as a
merger,
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reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the present board or directors or management
of the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Issuer; (f) any
other material change in the Issuer's business or corporate structure; (g)
changes in the Issuer's charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or (j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Issuer has informed the Reporting Persons that 31,533,781 shares of
Common Stock were outstanding on July 31, 1999. After giving effect to
the conversion in full of the Preferred Stock, 33,533,781 shares of
Common Stock would have been outstanding on such date, based on the
foregoing information furnished by the Issuer. As of the date of this
Amendment No. 7, WMIG and WMH owned no shares of record of Common Stock
and beneficially owns, through WMSC, 6,020,807 shares of Common Stock and
has the right to acquire beneficial ownership 2,000,000 shares of Common
Stock upon conversion of the Preferred Stock. Accordingly, as of the date
hereof, WMIG beneficially owns an aggregate of 8,020,807 shares of Common
Stock. As of the date of this Amendment No. 7, WMSC owns all the shares
of Common Stock of the Reporting Persons and has the right to acquire the
aforesaid numbers of shares of Common Stock pursuant to the conversion of
the Preferred Stock. Assuming that the Preferred Stock is converted in
full, (i)
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such 8,020,807 shares beneficially owned by the Reporting Persons
represent approximately 23.9% of the Issuer's Common Stock which would
then be outstanding as aforesaid. As of the date of this Amendment, the
following persons listed on Schedule I to the Schedule 13D beneficially
own the following number of shares of Common Stock: John J. Byrne -
35,000 shares, K. Thomas Kemp - 1,600 shares and Terry L. Baxter - 1,000
shares. Such numbers of shares each represent less than 1% of the
outstanding shares of Common Stock. Except as set forth above, neither
WMIG nor, to its knowledge, any person listed on Schedule I to the
Schedule 13D beneficially own any shares of Common Stock.
(b) WMIG and WMH shares the power to vote or to direct the vote of, and
shares the power to dispose or to direct the disposition of the 8,020,807
shares of Common Stock specified in paragraph (a) immediately above with
the other Reporting Persons, in each case to the extent that any such
other Reporting Person also has beneficial ownership of any such shares
of Common Stock as described in paragraph (a) immediately above.
(c) As previously stated, on September 2, 1999, WMSC exercised its ten-year
option with MediaOne Capital Corporation to purchase 1,893,940 shares of
Common Stock from MediaOne at a purchase price of $26.40 per share. There
have been no other transactions by WMIG, WMH or WMSC, or to the knowledge
of WMIG, WMH or WMSC, any of the persons listed on Schedule I attached
hereto, in Common Stock effected during the past 60 days.
(d) None
(e) Not Applicable
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SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: September 13, 1999
WHITE MOUNTAINS INSURANCE GROUP, INC.
BY:
--------------------------------------------
Name: Michael S. Paquette
Title: Senior Vice President and Controller
WHITE MOUNTAINS HOLDINGS, INC.
BY:
--------------------------------------------
Name: Michael S. Paquette
Title: Senior Vice President and Controller
WHITE MOUNTAINS SERVICES CORPORATION
BY:
--------------------------------------------
Name: Michael S. Paquette
Title: President
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<PAGE>
SCHEDULE I TO SCHEDULE 13D
Following is a list of the directors and executive officers of White
Mountains Insurance Group, Inc. ("WMIG"), White Mountains Holdings, Inc.
("WMH"), and White Mountains Services Corporation ("WMSC") setting forth the
business address and present principal occupation or employment (and the name,
principal business and address of any corporation or organization in which such
employment is conducted) of each such person. Each such person is a citizen of
the USA.
<TABLE>
<CAPTION>
Name and Present Principal
Business Address Office Occupation or Employment
- ---------------- ------ ------------------------
<S> <C> <C>
WMIG
Raymond Barrette Executive Vice President and Executive Vice President and
White Mountains Insurance Chief Financial Officer Chief Financial Officer
Group, Inc.
80 South Main Street
Hanover, NH 03755
Terry L. Baxter Executive Vice President Executive Vice President
White Mountains Insurance and Director and Director
Group, Inc.
80 South Main Street
Hanover, NH 03755
John J. Byrne Chairman of the Board Chairman of the Board
White Mountains Insurance
Group, Inc.
80 South Main Street
Hanover, NH 03755
Patrick M. Byrne Director Chief Executive Officer of
Centricut, LLC Centricut, LLC
2 Technology Drive, STE 3
West Lebanon, NH 03784
Reid T. Campbell Vice President - Finance Vice President - Finance
White Mountains Insurance
Group, Inc.
80 South Main Street
Hanover, NH 03755
Howard L. Clark, Jr. Director Vice Chairman of Lehman
Lehman Brothers Inc. Brothers Inc.
American Express Tower
New York, NY 10128
Robert P. Cochran Director Chairman, President & Chief
Financial Security Assurance Executive Officer of
Holdings Ltd. Financial Security Assurance
350 Park Avenue Holdings Ltd.
New York, NY 10022
</TABLE>
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<PAGE>
SCHEDULE I TO SCHEDULE 13D (CONT.)
<TABLE>
<CAPTION>
Name and Present Principal
Business Address Office Occupation or Employment
- ---------------- ------ ------------------------
<S> <C> <C>
George J. Gillespie, III Director Partner in Cravath,
Cravath, Swaine & Moore Swaine & Moore
825 Eighth Avenue
New York, NY 10019
John D. Gillespie Director Self Employed
White Mountains Holdings, Inc.
80 South Main Street
Hanover, NH 03755
K. Thomas Kemp President, Chief Executive President and Chief Executive
White Mountains Insurance Officer & Director Officer
Group, Inc.
80 South Main Street
Hanover, NH 03755
Gordon S. Macklin Director Retired
8212 Burning Tree Road
Bethesda, MD 20817
Frank A. Olson Director Chairman of the Board & Chief
The Hertz Corporation Executive Officer of The Hertz
225 Brae Boulevard Corporation
Park Ridge, NJ 07656
Michael S. Paquette Sr. Vice President & Controller Sr. Vice President & Controller
White Mountains Insurance
Group, Inc.
80 South Main Street
Hanover, NH 03755
David G. Staples Vice President-Taxation Vice President-Taxation
White Mountains Insurance
Group, Inc.
80 South Main Street
Hanover, NH 03755
</TABLE>
WMH
All officers and directors of WMIG (as shown above) hold the same positions in
WMH.
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SCHEDULE I TO SCHEDULE 13D (CONT.)
<TABLE>
<CAPTION>
Name and Present Principal
Business Address Office Occupation or Employment
- ---------------- ------ ------------------------
<S> <C> <C>
WMSC
Michael C. Allemang Executive Vice President, Executive Vice President,
Source One Mortgage Chief Financial Officer, Chief Financial Officer,
Services Corporation Secretary and Director Secretary and Director
PO Box 2005
Farmington Hills, MI 48333-2005
Raymond Barrette Director (see above)
(see above)
Terry L. Baxter Chairman (see above)
(see above)
Michael S. Paquette President and Director (see above)
(see above)
David G. Staples Vice President (see above)
(see above)
</TABLE>
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