-----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, Q/aumdQEBHF8L8eMd35VIHk/WRxnzopJq+Eiqjm3z0nNcEtZbmQFNjwjK9QEX/GM RVHrGutr2AJWIEyQQ3QgMw== 0001104659-06-008825.txt : 20060214 0001104659-06-008825.hdr.sgml : 20060214 20060214092424 ACCESSION NUMBER: 0001104659-06-008825 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: WHITE MOUNTAINS ADVISORS, LLC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNISOURCE ENERGY CORP CENTRAL INDEX KEY: 0000941138 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 860786732 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55165 FILM NUMBER: 06607427 BUSINESS ADDRESS: STREET 1: ONE SOUTH CHURCH AVENUE STREET 2: SUITE 100 CITY: TUCSON STATE: AZ ZIP: 85701 BUSINESS PHONE: 520-571-4000 MAIL ADDRESS: STREET 1: ONE SOUTH CHURCH AVENUE, SUITE 100 STREET 2: P.O. BOX 711 CITY: TUCSON STATE: AZ ZIP: 85702 FILED BY: 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: SC 13G/A 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 SC 13G/A 1 a06-4986_1sc13ga.htm AMENDMENT

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G
(Rule 13d-102)

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

 

Under the Securities Exchange Act of 1934
(Amendment No.      )*

(Final Amendment)

 

UNISOURCE ENERGY CORPORATION

(Name of Issuer)

Common Shares

(Title of Class of Securities)

909205106

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

ý

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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 be "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).

 


 

CUSIP No. 909205106

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
White Mountains Insurance Group, Ltd. “White Mountains” (No. 94-2708455)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Bermuda

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power 
1,195,400*

 

7.

Sole Dispositive Power 
0

 

8.

Shared Dispositive Power
1,195,400*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,195,400*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
3.4%

 

 

12.

Type of Reporting Person (See Instructions)
HC, CO

 

*                                         White Mountains directly controls no common shares of UniSource Energy Corporation (“UniSource”) and is deemed to indirectly control a total of 1,195,400 UniSource common shares (“UniSource Shares”) as follows: (i) 712,000 UniSource Shares owned by wholly-owned subsidiaries of White Mountains which are controlled by Prospector Partners LLC (“Prospector”), a sub-adviser of White Mountains Advisors LLC (“WM Advisors”); (ii) 319,100 UniSource Shares contained in various employee benefit plans of White Mountains which are controlled by Prospector, a sub-adviser of WM Advisors and (iii) 164,300 UniSource Shares owned by third parties pursuant to investment advisory agreements with WM Advisors, which are controlled by Prospector, a sub-adviser of WM Advisors.

 

2


 

CUSIP No. 909205106

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
White Mountains Advisors, LLC. “WM Advisors” (No. 04-6140276)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power 
1,195,400*

 

7.

Sole Dispositive Power 
0

 

8.

Shared Dispositive Power
1,195,400*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,195,400*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
3.4%

 

 

12.

Type of Reporting Person (See Instructions)
IA, CO

 

**                                  WM Advisors directly controls 1,195,400 UniSource Shares as follows: (i) 712,000 UniSource Shares owned by wholly-owned subsidiaries of White Mountains which are controlled by Prospector, a sub-adviser of WM Advisors; (ii) 319,100 UniSource Shares contained in various employee benefit plans of White Mountains which are controlled by Prospector, a sub-adviser of WM Advisors and (iii) 164,300 UniSource Shares owned by third parties pursuant to investment advisory agreements with WM Advisors, which are controlled by Prospector, a sub-adviser of WM Advisors.

 

3


 

Item 1.

 

(a)

Name of Issuer
UniSource Energy Corporation.

 

(b)

Address of Issuer’s Principal Executive Offices
One South Church Avenue, Suite 100, Tucson, AZ 85701

 

Item 2.

 

(a)

Name of Person Filing

This statement is being filed by White Mountains, a Bermuda corporation, and its wholly-owned subsidiary WM Advisors, a Delaware corporation.  White Mountains is a property and casualty insurance holding company and WM Advisors is a registered investment adviser.

 

(b)

Address of Principal Business Office or, if none, Residence

The address of the principal executive office of White Mountains is Harborside Financial Center, Suite 1720, 17th Floor, Jersey City, New Jersey 07311-1114.  The address of the principal executive office of WM Advisors is 370 Church Street, Guilford, CT 06437.

 

(c)

Citizenship

 

 

 

(d)

Title of Class of Securities
Common Stock (no par value)

 

(e)

CUSIP Number
909205106

 

4


 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

ý (1)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

ý (2)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

 

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

1,195,400*** shares.

 

(b)

Percent of class:   

3.4%.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

0.

 

 

(ii)

Shared power to vote or to direct the vote    

1,195,400***.

 

 

(iii)

Sole power to dispose or to direct the disposition of   

0.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

1,195,400***.

 

***                           The reporting persons directly controls no UniSource Shares and indirectly controls, through various wholly-owned subsidiaries, certain of its employee benefit plans and third parties pursuant to investment advisory agreements of WM Advisors, its wholly owned subsidiary (as further described herein), 1,195,400 UniSource Shares.

 

(1)   WM Advisors is filing as an investment adviser herein.

 

(2)   White Mountains is filing as a parent holding company herein.

 

5


 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ý.

 

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 or Control Person

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

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

6


 

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: February 14, 2006

 

 

 

 

 

 

 

 

 

WHITE MOUNTAINS INSURANCE GROUP, LTD.

 

 

 

 

 

 

 

 

 

 

 

by:

/s/

 

 

 

 

Name: J. Brian Palmer

 

 

 

Title: Chief Accounting Officer

 

 

 

 

 

 

 

 

 

 

 

WHITE MOUNTAINS ADVISORS, LLC.

 

 

 

 

 

 

 

 

 

 

 

by:

/s/

 

 

 

 

Name: Mark J. Plourde

 

 

 

Title:

Chief Financial Officer,
Chief Compliance Officer and Treasurer

 

 

7

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