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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
OCTOBER 19, 2000
Date of Report (Date of earliest event reported)
WHITE MOUNTAINS INSURANCE GROUP, LTD.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
BERMUDA 1-8993 94-2708455
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) file number) Identification No.)
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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 5. OTHER EVENTS.
White Mountains Insurance Group, Ltd. (the "Registrant") announced today that
it has amended its previously filed definitive Stock Purchase Agreement with
London-based CGNU plc to purchase its U.S. property and casualty operations
("CGU"). The Stock Purchase Agreement and the press release dated September
25, 2000 were previously filed as Exhibits 99 (a) and 99 (b), respectively,
to the Form 8-K dated September 25, 2000.
Amendment No.1 to the Stock Purchase Agreement, the Registrant's press
release dated October 19, 2000, the Convertible Preferred Stock Term Sheet,
the Berkshire Hathaway Preferred Stock and Warrants Term Sheet, the Senior
Secured Credit Facilities Commitment and the Amendment to the Senior Secured
Credit Facilities Commitment are attached herewith as Exhibits 99(c), 99(d),
99(e), 99(f), 99(g) and 99(h), respectively, and incorporated herein by
reference in their entirety.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
99 (c) Amendment No. 1 dated as of October 15, 2000 to the Stock
Purchase Agreement among CGU International Holdings
Luxembourg S.A., CGU Holdings LLC, CGNU PLC, White Mountains
Insurance Group, Ltd., Tack Holding Corp. and Tack
Acquisition Corp. dated as of September 24, 2000.
99 (d) Text of press release issued by White Mountains Insurance
Group, Ltd., dated October 19, 2000.
99 (e) Convertible Preferred Stock Term Sheet
99 (f) Berkshire Hathaway Preferred Stock and Warrants Term Sheet
99 (g) Senior Secured Credit Facilities Commitment
99 (h) Amendment to Senior Secured Credit Facilities Commitment
dated October 16, 2000
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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: October 19, 2000 By: /s/ MICHAEL S. PAQUETTE
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Michael S. Paquette
Senior Vice President and
Controller
