WHITE MOUNTAINS INSURANCE GROUP LTD, SC 13D, 2000-07-06

WHITE MOUNTAINS INSURANCE GROUP LTD
SC 13D, 2000-07-06
FIRE, MARINE & CASUALTY INSURANCE

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<PAGE>

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Final Amendment)

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, Ltd.
80 South Main Street
Hanover, NH 03755
(603) 640-2205
-----------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

JULY 5, 2000
(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.

<PAGE>

CUSIP No. 31769P 10 0 13D Page 2 of 11 Pages
----------- --- ---

-------------------------------------------------------------------------------
(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person

White Mountains Insurance Group, Ltd. ("WMIG") 94-2708455
-------------------------------------------------------------------------------
(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 Bermuda

-------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting -------------------------------------------------
Person With (8) Shared Voting Power
0
--------------------------------------------------
(9) Sole Dispositive Power
0
--------------------------------------------------
(10) Shared Dispositive Power
0
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
none
-------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
-------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) HC, CO
-------------------------------------------------------------------------------

<PAGE>

CUSIP No. 31769P 10 0 13D Page 3 of 11 Pages
----------- --- ---

-------------------------------------------------------------------------------
(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
White Mountains Properties (Barbados) SRL ("WMP") 94-2708455

-------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) / /
-------------------------------------------------------------------------------
(3) (SEC Use Only)

<PAGE>

CUSIP No. 31769P 10 0 13D Page 4 of 11 Pages
----------- --- ---

-------------------------------------------------------------------------------
(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person

White Mountains Services Corporation ("WMSC") 38-2011419

-------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting -------------------------------------------------
Person With (8) Shared Voting Power
0
--------------------------------------------------
(9) Sole Dispositive Power
0
--------------------------------------------------
(10) Shared Dispositive Power
0
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
none
-------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
-------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
-------------------------------------------------------------------------------

<PAGE>

ONLY ITEMS REPORTED IN THIS FINAL AMENDMENT 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, AMENDMENT NO. 6 DATED MAY 12, 1999, AMENDMENT NO. 7
DATED SEPTEMBER 2, 1999 AND AMENDMENT NO. 8 DATED DECEMBER 1, 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 Final Amendment are WMIG (a Bermuda
corporation), WMP (a Barbados Corporation) and WMSC (a Delaware corporation),
collectively referred to herein as the "Reporting Persons". WMP and WMSC are
each direct or indirect wholly-owned subsidiaries of WMIG.

WMIG, WMP and WMSC are financial services holding companies. The
principal executive offices of WMIG are located at 80 South Main Street,
Hanover, New Hampshire 03755-2053. The principal business and office address of
WMP is The Financial Services Centre, Bishop's Hill Court, St. Michael,
Barbados, West Indies. The principal business and office address of WMSC is P.O.
Box 2005, Farmington Hills, MI 48333-2005.

<PAGE>

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 Final Amendment, which Schedule I is
incorporated herein by reference.

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 4. PURPOSE OF TRANSACTION.

On July 5, 2000 WMIG concluded the sale of its indirect, wholly-owned
subsidiary, White Mountains Holdings, Inc. ("WMH") as well as 922,509 shares of
FSA Common Stock owned by WMP to Dexia S.A. ("Dexia") for total proceeds of
$620.4 million (the "Dexia Sale"). On July 5, 2000, WMH owned 6,020,807 shares
of FSA Common Stock and 2,000,000 shares of FSA Preferred Stock. 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. As a result
of the Dexia Sale, WMIG, WMP and WMSC no longer own any shares of FSA capital
stock and no longer own WMH.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) None.

<PAGE>

(b) None.

(c) On June 30, 2000, WMH, an indirect wholly-owned subsidiary of WMIG at
that time, received a liquidating distribution from WMSC consisting of
6,020,807 shares of the Common Stock of FSA and 2,000,000 shares of the
Preferred Stock of FSA, convertible at the option of the holder thereof
into FSA Common Stock. There have been no other transactions by WMIG, WMP
or WMSC, or to the knowledge of WMIG, WMP or WMSC, any of the persons
listed on Schedule I attached hereto, in Common Stock effected during the
past 60 days exclusive of the Dexia Sale.

(d) None

(e) Not Applicable

<PAGE>

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: July 6, 2000

WHITE MOUNTAINS INSURANCE GROUP, LTD.

BY:
-----------------------------------------
Name: Michael S. Paquette
Title: Senior Vice President and Controller

WHITE MOUNTAINS PROPERTIES (BARBADOS) SRL

BY:
-----------------------------------------

Name: Kenneth F.G. Thomson
Title: Secretary

WHITE MOUNTAINS SERVICES CORPORATION

BY:
-----------------------------------------
Name: Michael S. Paquette
Title: President

<PAGE>

SCHEDULE I TO SCHEDULE 13D

Following is a list of the directors and executive officers of White
Mountains Insurance Group, Ltd. ("WMIG"), White Mountains Properties (Barbados)
SRL ("WMP") 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 except for Messrs. Douglas and Thomson who are citizens of Barbados,
West Indies and Mr. Barrette who is a citizen of Canada.

<TABLE>
<CAPTION>
NAME AND PRESENT PRINCIPAL
BUSINESS ADDRESS OFFICE OCCUPATION OR EMPLOYMENT
<S> <C> <C>
WMIG

Raymond Barrette President and Director President and Director
White Mountains Insurance
Group, Ltd.
80 South Main Street
Hanover, NH 03755

John J. Byrne Chairman of the Board and Chairman of the Board and
White Mountains Insurance Chief Executive Officer Chief Executive Officer
Group, Ltd.
80 South Main Street
Hanover, NH 03755

Patrick M. Byrne Director self employed
35 Rope Ferry Road
Hanover NH, 03755

Reid T. Campbell Vice President - Finance Vice President - Finance
White Mountains Insurance
Group, Ltd.
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

Steven E. Fass Director President and Chief Executive
Folksamerica Holding Company, Inc. Executive Officer of
One Liberty Plaza Folksamerica
New York, NY 10006
</TABLE>

<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

Arthur Zankel Director Managing Partner
High Rise Partners LP of High Rise
535 Madison Avenue Partners
New York, NY 10022

Gordon S. Macklin Director Retired
8212 Burning Tree Road
Bethesda, MD 20817

Kernan V. Oberting Vice President Vice President
White Mountains Insurance
Group, Ltd.
80 South Main Street
Hanover, NH 03755

Frank A. Olson Director Chairman of the Board
The Hertz Corporation of The Hertz Corporation
225 Brae Boulevard
Park Ridge, NJ 07656

Michael S. Paquette Sr. Vice President & Controller Sr. Vice President & Controller
White Mountains Insurance
Group, Ltd.
80 South Main Street
Hanover, NH 03755

David G. Staples Vice President-Taxation Vice President-Taxation
White Mountains Insurance
Group, Ltd.
80 South Main Street
Hanover, NH 03755

K. Thomas Kemp Director Consultant
White Mountains Insurance
Group, Ltd.
80 South Main Street
Hanover, NH 03755

WMP

Raymond Barrette Director (see above)
(see above)

William P. A. Douglas Director Director
The Financial Services Centre
Bishop's Court Hill
St. Michael, Barbados, West Indies
</TABLE>

<PAGE>

SCHEDULE I TO SCHEDULE 13D (CONT.)

<TABLE>
<CAPTION>
NAME AND PRESENT PRINCIPAL
BUSINESS ADDRESS OFFICE OCCUPATION OR EMPLOYMENT
<S> <C> <C>
Kenneth F. G. Thomson Director Director
The Financial Services Centre
Bishop's Court Hill
St. Michael, Barbados, West Indies

WMSC

Raymond Barrette Director (see above)
(see above)

Terry L. Baxter Director Consultant
White Mountains Insurance
Group, Ltd.
80 South Main Street
Hanover, NH 03755

Michael S. Paquette President and Director (see above)
(see above)

David G. Staples Vice President (see above)
(see above)
</TABLE>