sctoc.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE TO
 
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
 
WHITE MOUNTAINS INSURANCE GROUP, LTD.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
 
 
Common Shares, par value $1.00 per share
(Title of Class of Securities)
 
G9618E107
(CUSIP Number of Class of Securities)
 
Robert L. Seelig, Esq.
Managing Director and General Counsel
White Mountains Insurance Group, Ltd.
80 South Main Street
Hanover, New Hampshire 03755-2053
Telephone:  (603) 640-2200
 
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
 
 
With a copy to:
 
Philip A. Gelston, Esq.
Cravath, Swaine & Moore LLP
825 Eighth Avenue
New York, New York 10019
Telephone: (212) 474-1000
 
 
CALCULATION OF FILING FEE:
 
Transaction Valuation*
  
Amount of Filing Fee**
Not Applicable
  
Not Applicable

 
*
Pursuant to General Instruction D to Schedule TO, no filing fee is required because this filing contains only preliminary communications made before the commencement of a tender offer.
 
 
 
 
 
 
 
 
 
o
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
Amount previously paid:  Not applicable
Filing Party:  Not applicable
 
Form or Registration No.: Not applicable
Date Filed:  Not applicable

ý
Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.
 
 
Check the appropriate boxes below to designate any transactions to which the statement relates:
 
o
third-party tender offer subject to Rule 14d-1.
 
ý
issuer tender offer subject to Rule 13e-4.
 
o
going-private transaction subject to Rule 13e-3.
 
o
amendment to Schedule 13D under Rule 13d-2.
 
o
Check the following box if the filing is a final amendment reporting the results of the tender offer: 
 

 
 
 
 
 

 
Item 12.  Exhibits.
 
Exhibit No.
  
Description
(a)(5)(A)
  
Press Release, dated October 14, 2011.

 
 
 
 
 
 
 
 
3
 
 
 
 
INDEX OF EXHIBITS



Exhibit No.
  
Description
(a)(5)(A)
  
Press Release, dated October 14, 2011.
 
 
 
4