UNITED STATES
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 23, 2002
Date of Report (Date of earliest event reported)
WHITE MOUNTAINS INSURANCE GROUP, LTD.
(Exact name of registrant as specified in its charter)
BERMUDA 1-8993 94-2708455
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) file number) Identification No.)
28 GATES STREET, WHITE RIVER JUNCTION, VERMONT 05001
(Address of principal executive offices)
(802) 295-4500
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On October 23, 2002, White Mountains Insurance Group, Ltd. (NYSE: WTM)
entered into a definitive agreement to sell $225 million of equity in a
private transaction. Franklin Mutual Advisers, LLC, an existing shareholder
of White Mountains, has subscribed to purchase $200 million of convertible
preference shares based on a value of $295 per common share. These
convertible preference shares will be exchanged for 677,966 common shares of
White Mountains if shareholder approval is received for the transaction
pursuant to New York Stock Exchange requirements. White Mountains intends to
seek shareholder approval at its 2003 Annual General Meeting of Members
(Shareholders). Highfields Capital Management LP, an institutional investor,
has subscribed to purchase 84,745 common shares for $25 million, also based
on a value of $295 per common share.
The Subscription Agreements and related exhibits are attached herewith as
Exhibits 99 (a) through 99 (e) and are incorporated by reference herein in their
entirety.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
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99(a) Subscription Agreement dated as of October 23, 2002,
between investment funds managed by Franklin Mutual
Advisers, LLC and White Mountains Insurance Group, Ltd.
99(b) Exhibit A entitled "Terms and Conditions of Convertible
Preference Shares of White Mountains Insurance Group,
Ltd." to Subscription Agreement dated as of October 23,
2002, between investment funds managed by Franklin
Mutual Advisers, LLC and White Mountains Insurance
Group, Ltd.
99(c) Exhibit B entitled "Registration Rights Agreement" to
Subscription Agreement dated as of October 23, 2002,
between investment funds managed by Franklin Mutual
Advisers, LLC and White Mountains Insurance Group, Ltd.
99(d) Subscription Agreement dated as of October 23, 2002,
between investment funds managed by Highfields Capital
Management LP and White Mountains Insurance Group, Ltd.
99(e) Exhibit A entitled "Registration Rights Agreement" to
Subscription Agreement dated as of October 23, 2002,
between investment funds managed by Highfields Capital
Management LP and White Mountains Insurance Group, Ltd.
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 24, 2002 By: /s/ J. Brian Palmer
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J. Brian Palmer
Chief Accounting Officer