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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 13E-4)
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT UNDER SECTION 13(E)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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WHITE MOUNTAINS INSURANCE GROUP, LTD.
(NAME OF SUBJECT COMPANY (ISSUER))
WHITE MOUNTAINS INSURANCE GROUP, LTD.
(NAMES OF FILING PERSONS (OFFERORS))
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COMMON SHARES, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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G9618E107
(CUSIP NUMBER OF CLASS OF SECURITIES)
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Michael S. Paquette
White Mountains Insurance Group, Ltd.
80 South Main Street
Hanover, New Hampshire 03755-2053
Telephone: (603) 643-1567
(NAME,ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
COPY TO:
Philip A. Gelston, Esq.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019
Telephone: (212) 474-1000
CALCULATION OF FILING FEE:
Transaction Valuation*: $247,500,000 Amount of Filing Fee*: $49,500
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* Estimated for purposes of calculating the amount of the filing fee only.
This calculation assumes the purchase of 1,500,000 outstanding Common
Shares, par value $1.00, of White Mountains Insurance Group, Ltd. (the
"Common Shares" or the "Shares"), at a price per Share of $165.00 in cash.
As of August 18, 2000, there were 5,880,115 Shares outstanding. The amount
of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50th of one percent
of the value of the transaction.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Amount previously paid: $49,500 Filing Party: White Mountains Insurance Group, Ltd.
Form or Registration No.: Schedule TO Date Filed: August 21, 2000
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of the tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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2
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO dated August 21, 2000, as amended September 11, 2000, which relates
to the issuer tender offer by White Mountains Insurance Group, Ltd., a company
organized under the laws of Bermuda (the "Company"), to purchase 1,500,000 of
its own issued and outstanding Common Shares, par value $1.00 per share (the
"Common Shares" or the "Shares"), at a purchase price of $165.00 per Share, net
to the seller in cash, without interest thereon, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated August 21, 2000 (the
"Offer to Purchase"), a copy of which is included in the Company's Tender Offer
Statement on Schedule TO dated August 21, 2000 as Exhibit (a)(1)(A), and in the
related Letter of Transmittal (the "Letter of Transmittal"), a copy of which is
included in the Company's Tender Offer Statement on Schedule TO dated August 21,
2000 as Exhibit (a)(1)(B) and which, together with the Offer to Purchase, as
amended or supplemented from time to time, constitutes the "Offer".
ITEM 11. ADDITIONAL INFORMATION.
(b) The Company has extended the Offer until 12:00 midnight, New York City
time, on Monday, September 25, 2000. On September 18, 2000, the Company
issued a press release with respect to the extension of the Offer, a copy
of which is attached as Exhibit (a)(1)(M) which is herein incorporated by
reference. To date, approximately [ ] shares have been tendered pursuant to
the Offer.
ITEM 12. EXHIBITS.
(a)(1)(M) Text of press release issued by White Mountains Insurance Group, Ltd.,
dated September 18, 2000.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
WHITE MOUNTAINS INSURANCE GROUP, LTD.
By: /s/ Michael S . Paquette
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Name: Michael S. Paquette
Title: Senior Vice President and Controller
Dated: September 18, 2000
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(1)(M) Text of press release issued by White Mountains Insurance
Group, Ltd., dated September 18, 2000.
