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Exhibit (a)(1)(K)
WHITE MOUNTAINS INSURANCE GROUP, LTD.
OFFER TO PURCHASE FOR CASH
UP TO 1,500,000 OF ITS COMMON SHARES
AT $165.00 NET PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, SEPTEMBER 18, 2000,
UNLESS THE OFFER IS EXTENDED.
August 21, 2000
To Participants of the Allianz Asset Accumulation Plan (the "AAAP"):
Enclosed for your consideration is the Offer to Purchase dated August
21, 2000, of White Mountains Insurance Group, Ltd., a company organized under
the laws of Bermuda (the "Company"), and a related specimen Letter of
Transmittal (which together constitute the "Offer"), pursuant to which the
Company is offering to purchase up to 1,500,000 of its outstanding Common
Shares, par value $1.00 per share (the "Shares"), for cash at $165.00 per Share
net to the seller, upon the terms and subject to the conditions set forth in the
Offer. The Company may elect, but shall not be obligated, to purchase additional
Shares pursuant to the Offer. The Offer to Purchase and a specimen Letter of
Transmittal are being forwarded to you as the beneficial owner of Shares held by
The Northern Trust Company as Trustee ("Trustee") of the Fireman's Fund
Insurance Company Master Retirement Savings Trust ("Trust") in your account but
not registered in your name. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY THE
TRUSTEE AS THE HOLDER OF RECORD AND ONLY PURSUANT TO YOUR INSTRUCTIONS. THE
TRUSTEE WILL NOT TENDER ANY SHARES OF WHITE MOUNTAINS INSURANCE GROUP, LTD. HELD
BY THE PLAN FOR WHICH NO PARTICIPANT INSTRUCTIONS ARE TIMELY RECEIVED UNLESS IT
DETERMINES THAT IT IS LEGALLY OBLIGATED TO DO SO.
THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY
AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
YOUR ATTENTION IS CALLED TO THE FOLLOWING:
1. The tender price is $165.00 per Share net to you in cash.
2. The Offer is not conditioned upon any minimum number of Shares
being validly tendered.
3. Tendering shareholders will not be obligated to pay brokerage
commissions or, subject to Instruction 6 of the Letter of
Transmittal, transfer taxes on the purchase of Shares by the
Company pursuant to the Offer.
4. The Offer and the Proration Period expire at 12:00 midnight,
New York City time, on Monday, September 18, 2000, unless
extended (the "Expiration Date").
5. The Offer is subject to the terms and conditions set forth in
the Offer to Purchase, which you should read carefully.
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In order to be assured that your instructions to the Trustee are
followed, your instruction form must be completed, signed, dated and received by
the Trustee NO LATER THAN 11:00 P.M. NEW YORK TIME (10:00 P.M. CHICAGO TIME) ON
THURSDAY, SEPTEMBER 14, 2000. This time is two business days plus one hour prior
to the expiration of the Offer, which is scheduled to expire at 12:00 Midnight
New York Time (11:00 p.m. Chicago Time) on September 18, 2000. If the expiration
of the Offer is extended beyond its scheduled expiration time by the Company,
the time by which the Trustee must receive your instruction will be extended
automatically to two business days plus one hour prior to such extended
expiration time. PLEASE REMEMBER TO RETURN YOUR INSTRUCTION FORM TO THE TRUSTEE
IN THE ENCLOSED ENVELOPE, RATHER THAN TO THE COMPANY, EQUISERVE TRUST COMPANY,
OR ANY OTHER PARTY.
As described in the Offer to Purchase, if more than 1,500,000 (or such
greater number, as the Company may elect to purchase) Shares are validly
tendered on or prior to the Expiration Date, subject to the terms and conditions
of the Offer, the Company, upon the terms and subject to the conditions of the
Offer, will purchase all Shares validly tendered in the following order of
priority:
(a) first, all Shares properly tendered and not withdrawn before
the Expiration Date by any shareholder who owned beneficially
as of the close of business on August 14, 2000, and who
continues to own beneficially until the Expiration Date, an
aggregate of fewer than 100 Shares, including all Shares held
by you through the AAAP or otherwise, and who tenders all
Shares beneficially owned by such shareholder (PARTIAL TENDERS
WILL NOT QUALIFY FOR THIS PREFERENCE); and
(b) then, after purchase of all the foregoing Shares, all other
Shares properly tendered and not withdrawn before the
Expiration Date, on a pro rata basis if necessary (with
appropriate adjustments to avoid purchase of fractional
Shares).
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares residing in any jurisdiction in which the making of
the Offer or the acceptance thereof would not be in compliance with the
securities or Blue Sky laws of such jurisdiction.
