-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ApPmPVxLRrP6Gt105PZyjy8aarc3/xQbJQcceKzCQGveyDC78CEb0XmbQ2wxm5Yw a3zw5lZ2s7QncU0m4L0Efw== 0001104659-05-009781.txt : 20050307 0001104659-05-009781.hdr.sgml : 20050307 20050307163414 ACCESSION NUMBER: 0001104659-05-009781 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050224 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050307 DATE AS OF CHANGE: 20050307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHITE MOUNTAINS INSURANCE GROUP LTD CENTRAL INDEX KEY: 0000776867 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 942708455 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08993 FILM NUMBER: 05664361 BUSINESS ADDRESS: STREET 1: 80 SOUTH MAIN ST CITY: HANOVER STATE: NH ZIP: 03755 BUSINESS PHONE: 603 640 2200 MAIL ADDRESS: STREET 1: 80 SOUTH MAIN STREET CITY: HANOVER STATE: NH ZIP: 03755 FORMER COMPANY: FORMER CONFORMED NAME: WHITE MOUNTAINS INSURANCE GROUP INC DATE OF NAME CHANGE: 19990603 FORMER COMPANY: FORMER CONFORMED NAME: FUND AMERICAN ENTERPRISES HOLDINGS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FUND AMERICAN COMPANIES INC DATE OF NAME CHANGE: 19920701 8-K 1 a05-4304_18k.htm 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

February 24, 2005

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
incorporation or organization)

 

(Commission file
number)

 

(I.R.S. Employer
Identification No.)

 

80 South Main Street, Hanover, New Hampshire 03755

(Address of principal executive offices)

 

(603) 640-2200

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

ITEM 1.01 Entry into a Material Definitive Agreement.

 

On February 14, 2005, Mr. Robert Lusardi joined the White Mountains’ senior management team as Executive Vice President and Managing Director.

 

The terms of Mr. Lusardi’s compensation were approved by White Mountains’ Board of Directors on February 23, 2005.  Mr. Lusardi receives a salary of $400,000 per year with an annual bonus target of 50% of salary.  He has also been granted 6,000 performance shares for the 2005-2007 performance cycle from the White Mountains Long-Term Incentive Plan.  In addition, Mr. Lusardi received a $50,000 sign on bonus.

 

White Mountains has agreed that if Mr. Lusardi leaves on a non-voluntary basis, other than for cause, prior to December 31, 2007, he is entitled to receive lump sum severance equal to one year’s salary plus his target annual bonus.  In such circumstance, he will also be paid the value of his performance shares outstanding on the date of termination, scaled to the achievement of Board-approved performance goals and pro rated for the time he was employed by the Company.

 

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: March 7, 2005

By:

/s/

J. BRIAN PALMER

 

 

 

 

J. Brian Palmer

 

 

 

Chief Accounting Officer

 

2

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