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EXHIBIT 99(d)
PRESS
RELEASE
CONTACT: Terry Baxter
(603) 640-2229
WHITE MOUNTAINS FINALIZES EQUITY
COMMITMENTS FOR ITS PURCHASE OF CGU
HAMILTON, Bermuda, October 19, 2000 - White Mountains announced today that, in
connection with the financing of its pending purchase of CGU, the U.S. property
and casualty operations of CGNU plc, it has finalized the terms for an aggregate
of $702.5 million of equity commitments from outside investors, including
previously disclosed commitments. White Mountains no longer expects to finance
the acquisition of CGU by issuing common equity of its newly formed subsidiary
that will purchase CGU and, as a result, CGU will be a wholly-owned subsidiary
of White Mountains following the transaction. The revised equity financing
structure is described below.
A small group of private investors have committed to purchase $402.5 million of
a newly-issued class of nonvoting convertible preference shares of White
Mountains. The preference shares will bear a dividend of 1% per year and will be
automatically converted (at a conversion price of $200 per share) into an
aggregate of 2,012,500 common shares of White Mountains upon approval of the
conversion by the shareholders of White Mountains at the 2001 Annual Meeting or
a subsequent meeting. John J. Byrne, the Chairman of White Mountains, has agreed
to vote all shares held by him in favor of approval of the conversion. If
shareholder approval has not been obtained prior to March 31, 2003, each holder
of convertible preference shares will thereafter have the right to require White
Mountains to repurchase such holder's shares on an "as-converted" basis at the
then-current price per White Mountains' common share. White Mountains expects to
sell up to an additional $47.5 million of the convertible preference shares to
management and certain other investors.
Berkshire Hathaway Inc. has committed to invest a total of $300 million in White
Mountains and its newly formed subsidiary that will purchase CGU. Berkshire
Hathaway will receive $300 million of cumulative preferred stock of the newly
formed subsidiary. The preferred stock will pay a dividend of 2.35475% per
quarter and will be mandatorily redeemable after seven years. In addition,
Berkshire Hathaway will receive warrants to purchase a total of 1,714,285 common
shares of White Mountains at an exercise price of $175 per share. This
represents
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CORPORATE HEADQUARTERS: EXECUTIVE OFFICES:
WHITE MOUNTAINS INSURANCE GROUP, LTD. WHITE MOUNTAINS INSURANCE GROUP, LTD.
12 CHURCH STREET, SUITE 322 80 SOUTH MAIN STREET, HANOVER, NH 03755
HAMILTON, HM 11 BERMUDA PH: 603-643-1567 * FAX: 603-643-4562
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approximately 17.8% of White Mountains' common shares after giving effect to
the conversion of the convertible preference shares. Of the total warrants to
be received by Berkshire Hathaway, warrants to purchase 1,170,000 common
shares will be immediately exercisable and warrants to purchase 544,285
common shares will become exercisable upon approval by the shareholders of
White Mountains. Shareholder approval will be sought at the same time as
approval of the conversion of the White Mountains preference shares is
sought. If shareholder approval has not been obtained prior to March 31,
2003, Berkshire Hathaway will thereafter have the right to require White
Mountains to repurchase the warrants at a price per common share equal to the
then-current market price per White Mountains' common share less $175. All
warrants will have a term of seven years although White Mountains will have
the right to call the warrants for $60 million in cash from and after the
fourth anniversary of their issuance.
White Mountains made its Form A filing relating to the purchase of CGU with the
Massachusetts Division of Insurance on October 17, 2000, and expects to make
Form A filings in other required jurisdictions shortly.
White Mountains is a Bermuda-domiciled financial services holding company traded
on the New York Stock Exchange under the symbol WTM. Additional financial
information and other items of interest are available at the Company's web site
located at WWW.WHITEMOUNTAINS.COM. CGU, headquartered in Boston, is currently
the 16th largest property & casualty insurer in the U.S. and is represented by
6,200 independent agents and brokers. CGU operates in all 50 states through a
network of 43 branch offices.
SAFE HARBOR STATEMENT UNDER
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This press release contains forward looking statements within the meaning of the
"safe harbor" provisions of the United States Private Securities Litigation
Reform Act of 1995. White Mountains cautions that a number of important factors
could cause actual results to differ materially from the plans, objectives,
expectations, estimates and intentions expressed in forward-looking statements
made by White Mountains. These factors include: (i) competitive forces,
including the conduct of other property and casualty insurers and reinsurers,
(ii) changes in domestic or foreign laws or regulations applicable to White
Mountains, its competitors or its clients, (iii) an economic downturn or other
economic conditions (such as a rising interest rate environment) adversely
affecting White Mountains' financial position, (iv) loss reserves established by
White Mountains subsequently proving to have been inadequate, and (v) the
failure of White Mountains to complete the purchase of CGU, or, if White
Mountains completes the purchase, its failure to enhance White Mountains'
business. White Mountains cautions that the foregoing list of important factors
is not exhaustive. In any event, such forward-looking statements made by White
Mountains speak only as of the date on which they are made, and White Mountains
does not undertake any obligation to update or revise such statements as a
result of new information, future events or otherwise.
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CORPORATE HEADQUARTERS: EXECUTIVE OFFICES:
WHITE MOUNTAINS INSURANCE GROUP, LTD. WHITE MOUNTAINS INSURANCE GROUP, LTD.
12 CHURCH STREET, SUITE 322 80 SOUTH MAIN STREET, HANOVER, NH 03755
HAMILTON, HM 11 BERMUDA PH: 603-643-1567 * FAX: 603-643-4562
