-----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, V0B5f+CGBsEDzSRDxSBQmHjckKe5g6I04tSV7/8GqzD+J+6B/6qLow81QHBflSrM S/BHBxcebMEuN2GzDO/yog== 0001181386-05-000013.txt : 20050324 0001181386-05-000013.hdr.sgml : 20050324 20050324075534 ACCESSION NUMBER: 0001181386-05-000013 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050323 FILED AS OF DATE: 20050324 DATE AS OF CHANGE: 20050324 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FASS STEVE ELLIOTT CENTRAL INDEX KEY: 0001181365 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08993 FILM NUMBER: 05700295 BUSINESS ADDRESS: STREET 1: C/O WHITE MOUNTAINS INSURANCE GROUP, LTD STREET 2: 80 SOUTH MAIN STREET CITY: HANOVER STATE: NH ZIP: 03755 BUSINESS PHONE: 603 640 2200 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2005-03-23 0000776867 WHITE MOUNTAINS INSURANCE GROUP LTD WTM 0001181365 FASS STEVE ELLIOTT C/O WHITE MOUNTAINS INSURANCE GROUP, LTD 80 SOUTH MAIN STREET HANOVER NH 03755 1 1 0 0 Pres & CEO, White Mountains Re Common Shares (restricted) 10000 D Common Shares 3850 I By 401(k) Phantom Shares (Deferred Compensation) 2005-03-23 4 A 0 25 630.75 A Common Shares 25 10525 D Phantom Shares (Deferred Compensation) Common Shares 3086 3086 D Common Share Options 2010-02-28 Common Shares 9000 9000 D Since February 25, 2005, the date of Reporting Person's last filing, Reporting Person acquired 19 shares of WTM Common Shares under the Folksamerica 401(k) Plan. WTM Common Shares are purchased at fair market value on the date of purchase. The information in this report is based on a plan statement dated as of February 28, 2005. Phantom Shares are convertible into Common Shares on a 1 for 1 basis. On March 23, 2005, the Reporting Person's deferred compensation account was credited with Phantom Shares equal in value to the ordinary dividend paid on the underlying WTM Common Shares on the dividend date. The Phantom Shares are payable, at the election of the Company, in cash or in Common Shares, following termination of the Reporting Person's employment with the Company or beginning at an earlier date selected by the Reporting Person in accordance with the terms of the deferred compensation plan. Dividends are automatically invested in Phantom Shares at the fair market price of the underlying WTM Common Shares on March 23, 2005, the date the dividends are deemed to be paid. The Phantom Shares are payable in cash following termination of the Reporting Person's employment with the Company. On February 28, 2000, the Reporting Person was granted options to purchase WTM Common Shares on a 1 for 1 basis at an initial exercise price of $106.19. The exercise price increases by 6% annually on a cumulative basis. Reporting Person was originally granted 9,000 options to purchase Common Shares on February 28, 2000. 900 Options become exercisable annually over a ten-year period. Dennis Beaulieu, by Power of Attorney 2005-03-24 EX-24 2 fass_poa030904.txt POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Brian Palmer, Chief Accounting Officer, Robert L. Seelig, General Counsel and Dennis P. Beaulieu, Secretary, of White Mountains Insurance Group, Ltd., signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of White Mountains Insurance Group, Ltd. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3)take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not rendering legal advice of any form, other than satisfying regulatory filing requirements, with respect to any transactions to be reported on Forms 3, 4 and 5 are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. The undersigned hereby grants this Power of Attorney with the understanding that information provided to each such attorney-in-fact is strictly confidential and will not be disclosed to senior management, directors or other third parties whether affiliated or otherwise and will be used solely to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of March, 2004. /s/ Steven E. Fass -----END PRIVACY-ENHANCED MESSAGE-----