SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)
WHITE MOUNTAINS INSURANCE GROUP, LTD.
(NAME OF ISSUER)
Common Shares
(TITLE OF CLASS OF SECURITIES)
G9618E 10 7
(CUSIP NUMBER)
Check the following box if a fee is being paid with this statement |_|.
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.)
(See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to the "filed" for the purpose of Section 18 of the securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Page 1 of 6 pages
CUSIP No. G9618E 10 7
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN J. BYRNE
138-24-5813
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
---------------------------------- ----- --------------------------------------
5 SOLE VOTING POWER
NUMBER OF 1,175,101**
SHARES ----- --------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 53,863**
EACH ----- --------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 1,175,101**
----- --------------------------------------
8 SHARED DISPOSITIVE POWER
53,863**
---------------------------------- ----- --------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,228,964**
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
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11 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
14.9%**
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12 TYPE OF REPORTING PERSON
IN
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** For additional information, see Schedule A hereto.
Page 2 of 6 pages
Item 1(a). NAME OF ISSUER:
White Mountains Insurance Group, Ltd.
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
28 Gates Street
White River Junction, VT 05001
Item 2(a). NAME OF PERSON FILING:
John J. Byrne
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
28 Gates Street
White River Junction, VT 05001
Item 2(c). CITIZENSHIP:
United States
Item 2(d). TITLE OF CLASS OF SECURITIES:
Common Shares
Item 2(e). CUSIP NUMBER:
G9618E 10 7
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
Item 4. OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED:
See Schedule A hereto.
Page 3 of 6 pages
(b) PERCENT OF CLASS:
See Schedule A hereto.
(c) NUMBER OF SHARES AS TO WHICH PERSON FILING THIS SCHEDULE 13G
HAS (I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE; (II) SHARED
POWER TO VOTE OR TO DIRECT THE VOTE; (III) SOLE POWER TO
DISPOSE OR TO DIRECT THE DISPOSITION OF; OR (IV) SHARED POWER
TO DISPOSE OR TO DIRECT THE DISPOSITION of.
See Schedule A hereto.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Item 10. CERTIFICATION.
Not applicable.
Page 4 of 6 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: January 29, 2002
By: /s/ John J. Byrne
Name: John J. Byrne
Page 5 of 6 pages
SCHEDULE A
BENEFICIAL OWNERSHIP OF COMMON SHARES
The 14.9% of the common shares of White Mountains Insurance Group, Ltd.
(the "Company") shown in the foregoing Schedule 13G as beneficially owned by
John J. Byrne ("Mr. Byrne") was calculated using 8,264,681 common shares of the
Company outstanding on December 31, 2001 as shown in the official records of the
Company.
The 1,228,964 common shares of the Company shown in the foregoing
Schedule 13G as beneficially owned by Mr. Byrne represent (a) 1,175,101 shares
held directly by Mr. Byrne, which includes 25,000 restricted shares which have
been issued to Mr. Byrne but are not yet earned; (b) 50,363 shares held by a
trust and a foundation as to which Mr. Byrne and/or Mrs. Byrne have voting and
dispositive power; and (c) 3,500 shares held by Memorial Sloan-Kettering Cancer
Center ("MSK") pursuant to a letter agreement between MSK and Mr. and Mrs. Byrne
dated December 30, 1992, as to which Mrs. Byrne shares voting and dispositive
power.
* Mr. Byrne disclaims beneficial ownership of the shares listed in (b)
and (c) above.,
Page 6 of 6 pages