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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 8-K/A
Final Amendment
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
MARCH 14, 2000
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)
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ITEM 2. Disposition of Assets
White Mountains Insurance Group Ltd. (the "Company") has concluded the
previously announced sale of its indirect, wholly-owned subsidiary, White
Mountains Holdings, Inc. (which controls a substantial amount of its holdings of
Financial Security Assurance Holdings Ltd. "FSA") as well as all its other
holdings of FSA, to Dexia S.A. ("Dexia") for total proceeds of $620.4 million.
The transaction was consummated in connection with Dexia's merger with FSA in
which all other holders of outstanding shares of FSA received $76.00 cash per
share.
The Stock Purchase and Indemnity Agreement, the related Voting Agreement, the
Company's press release dated March 14, 2000 and unaudited pro forma condensed
consolidated financial statements of the Company were previously filed as
Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and are incorporated by
reference in their entirety. The Company's press release dated July 5, 2000 is
contained herein and is incorporated by reference in its entirety.
ITEM 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Pro Forma Financial Information.
Unaudited pro forma condensed consolidated financial statements of the
Company consisting of a pro forma balance sheet as of December 31, 1999 and
a pro forma income statement for the year ended December 31, 1999, together
with the notes thereto.*
(c) Exhibits. The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
99.1 Stock Purchase and Indemnity Agreement by and
among the Company, White Mountains Holdings
(Barbados) SRL and Dexia for all the outstanding
shares of White Mountains Holdings, Inc. and
indirectly for certain of the outstanding capital
stock of FSA dated March 14, 2000*
99.2 Voting Agreement, dated as of March 14, 2000, by
and between Dexia, the Company, White Mountains
Services Corporation and White Mountains
Properties (Barbados) SRL*
99.3 Press Release of the Company dated March 14,
2000*
99.4 Unaudited pro forma condensed consolidated
financial statements of the Company consisting of
a pro forma balance sheet as of December 31, 1999
and a pro forma income statement for the year
ended December 31, 1999, together with the notes
thereto.*
99.5 Press Release of the Company dated July 5, 2000
* previously filed
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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: July 6, 2000 By: /s/_____________________________
Michael S. Paquette
Senior Vice President and
Controller
