WHITE MOUNTAINS INSURANCE GROUP, LTD. (NYSE:WTM) Files An 8-K Temporary Suspension of Trading Under Registrant’s Employee Benefit PlansITEM 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
On September 15, 2017, the plan administrator of the White Mountains Retirement Plan (the “Retirement Plan”) sent a notice to participants informing them that, in connection with the pending merger between OneBeacon Insurance Group, Ltd. (a subsidiary of White Mountains Insurance Group, Ltd. (“White Mountains”)) and Intact Acquisition Co. Ltd., the assets of White Mountains’s active employees held in the OneBeacon 401(k) Savings Plan and Employee Stock Ownership Plan will be carved out and transferred to the Retirement Plan. The notice also stated that, while this transfer is effected, participants in the Retirement Plan would not be able to direct or diversify their Retirement Plan investments, including amounts invested in White Mountains common shares, or obtain a loan or distribution from the Retirement Plan. These restrictions will begin at the close of business on October 16, 2017 and are scheduled to end the week of November 6, 2017. This period is referred to as the “Blackout Period.”
On September 15, 2017, White Mountains sent a blackout trading restriction notice to its executive officers and directors informing them that, to Section 306 of the Sarbanes-Oxley Act of 2002 and Regulation BTR (Blackout Trading Restriction), they would be prohibited during the Blackout Period from directly or indirectly purchasing, selling or otherwise acquiring or transferring White Mountains common shares (including derivative securities pertaining to such shares) acquired in connection with their employment or service as an executive officer or director, subject to certain exceptions. The notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Inquiries regarding the Blackout Period may be directed to Robert L. Seelig, Executive Vice President and General Counsel, White Mountains Insurance Group, Ltd., 80 South Main Street, Hanover, New Hampshire 03755-2053. to Rule 104(b)(1)(iv)(B) of Regulation BTR, inquiries regarding the actual beginning and ending dates of the Blackout Period that are submitted during the Blackout Period or the two-year period after the ending date of the Blackout Period shall be without charge.
ITEM 9.01.Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description |
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99.1 |
Notice to Executive Officers and Directors of White Mountains regarding the Retirement Plan Blackout Period and Trading Restrictions, dated as of September 15, 2017 |
WHITE MOUNTAINS INSURANCE GROUP LTD ExhibitEX-99.1 2 ex99-1.htm NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS Exhibit 99.1 NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS OF WHITE MOUNTAINS INSURANCE GROUP,…To view the full exhibit click here
About WHITE MOUNTAINS INSURANCE GROUP, LTD. (NYSE:WTM)
White Mountains Insurance Group, Ltd. is an insurance holding company. The Company’s segments include OneBeacon, HG Global/BAM and Other Operations. Its principal businesses are conducted through its insurance, reinsurance and insurance services subsidiaries and affiliates. Its OneBeacon segment consists of OneBeacon Insurance Group, Ltd., which owns a family of property and casualty insurance companies (collectively, OneBeacon). OneBeacon is a specialty property and casualty insurance writer that offers a range of insurance products in the United States primarily through independent agencies, regional and national brokers, wholesalers and managing general agencies. The HG Global/BAM segment consists of HG Global Ltd. (HG Global) and Build America Mutual Assurance Company (BAM). BAM provides insurance on municipal bonds issued to support the United States public purposes, such as schools. Its Other Operations segment consists of the Company and its intermediate holding companies.
