SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Odyssey Re Holdings Corp.
-------------------------
(Name of Issuer)
Common Stock, $.01 par value
------------------------------
(Title of Class of Securities)
67612W108
--------------
(CUSIP Number)
Eric P. Salsberg
Vice President, Corporate Affairs
Fairfax Financial Holdings Limited
95 Wellington Street West, Suite 800
Toronto, Ontario, Canada, M5J 2N7
Telephone: (416) 367-4941
-------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- With a copy to -
Brice T. Voran
Shearman & Sterling LLP
Commerce Court West
199 Bay Street, Suite 4405
Toronto, Ontario M5L 1E8
Telephone (416) 360-8484
November 19, 2004
------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule became of Rule 13d-1(b)(3) or (4), check the following box [ ].
The information required on 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 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).
13D
CUSIP No. 67612W108 Page 2 of 39
Pages
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(1) Name of Reporting Person
V. Prem Watsa
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds
OO
--------------------------------------------------------------------------------
(5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e). [ ]
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Canada
--------------------------------------------------------------------------------
(7) Sole Voting Power
------------------------------
Number of (8) Shared Voting Power
Shares Beneficially 52,364,400
Owned
by Each ------------------------------
Reporting (9) Sole Dispositive Power
Person With
------------------------------
(10) Shared Dispositive Power
52,364,400
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by each Reporting Person 52,364,400
--------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 80.8
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) IN
--------------------------------------------------------------------------------
2
13D
CUSIP No. 67612W108 Page 3 of 39
Pages
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(1) Name of Reporting Person
1109519 ONTARIO LIMITED
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds
OO
--------------------------------------------------------------------------------
(5) Check box if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e). [ ]
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Ontario, Canada
--------------------------------------------------------------------------------
(7) Sole Voting Power
------------------------------
Number of (8) Shared Voting Power
Shares Beneficially 52,364,400
Owned
by Each ------------------------------
Reporting (9) Sole Dispositive Power
Person With
------------------------------
(10) Shared Dispositive Power
52,364,400
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by each Reporting Person 52,364,400
--------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 80.8
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
--------------------------------------------------------------------------------
3
13D
CUSIP No. 67612W108 Page 4 of 39
Pages
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(1) Name of Reporting Person
THE SIXTY TWO INVESTMENT COMPANY LIMITED
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds
OO
--------------------------------------------------------------------------------
(5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e). [ ]
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
British Columbia
--------------------------------------------------------------------------------
(7) Sole Voting Power
Number of -----------------------------
Shares Beneficially (8) Shared Voting Power
Owned 52,364,400
by Each
Reporting -----------------------------
Person With (9) Sole Dispositive Power
-----------------------------
(10) Shared Dispositive Power
52,364,400
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by each Reporting Person 52,364,400
--------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 80.8
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
--------------------------------------------------------------------------------
4
13D
CUSIP No. 67612W108 Page 5 of 39
Pages
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(1) Name of Reporting Person
810679 ONTARIO LIMITED
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds
OO
--------------------------------------------------------------------------------
(5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e). [ ]
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Ontario, Canada
--------------------------------------------------------------------------------
(7) Sole Voting Power
Number of -----------------------------
Shares Beneficially (8) Shared Voting Power
Owned 52,364,400
by Each
Reporting -----------------------------
Person With (9) Sole Dispositive Power
-----------------------------
(10) Shared Dispositive Power
52,364,400
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by each Reporting Person 52,364,400
--------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 80.8
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
--------------------------------------------------------------------------------
5
13D
CUSIP No. 67612W108 Page 6 of 39
Pages
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(1) Name of Reporting Person
FAIRFAX FINANCIAL HOLDINGS LIMITED
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds
OO
--------------------------------------------------------------------------------
(5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e). [ ]
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Canada
--------------------------------------------------------------------------------
(7) Sole Voting Power
Number of -----------------------------
Shares Beneficially (8) Shared Voting Power
Owned 52,364,400
by Each
Reporting -----------------------------
Person With (9) Sole Dispositive Power
-----------------------------
(10) Shared Dispositive Power
52,364,400
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by each Reporting Person 52,364,400
--------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 80.8
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
--------------------------------------------------------------------------------
6
13D
CUSIP No. 67612W108 Page 7 of 39
Pages
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(1) Name of Reporting Person
FFHL GROUP LTD.
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds
OO
--------------------------------------------------------------------------------
(5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e). [ ]
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Canada
--------------------------------------------------------------------------------
(7) Sole Voting Power
Number of -----------------------------
Shares Beneficially (8) Shared Voting Power
Owned 52,364,400
by Each
Reporting -----------------------------
Person With (9) Sole Dispositive Power
-----------------------------
(10) Shared Dispositive Power
52,364,400
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by each Reporting Person 52,364,400
--------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 80.8
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
--------------------------------------------------------------------------------
7
13D
CUSIP No. 67612W108 Page 8 of 39
Pages
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(1) Name of Reporting Person
FAIRFAX INC.
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds
OO
--------------------------------------------------------------------------------
(5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e). [ ]
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Wyoming
--------------------------------------------------------------------------------
(7) Sole Voting Power
Number of -----------------------------
Shares Beneficially (8) Shared Voting Power
Owned 52,364,400
by Each
Reporting -----------------------------
Person With (9) Sole Dispositive Power
-----------------------------
(10) Shared Dispositive Power
52,364,400
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by each Reporting Person 52,364,400
--------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 80.8
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
--------------------------------------------------------------------------------
8
13D
CUSIP No. 67612W108 Page 9 of 39
Pages
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(1) Name of Reporting Person
FAIRFAX FINANCIAL (US) LLC
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds
OO
--------------------------------------------------------------------------------
(5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e). [ ]
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
(7) Sole Voting Power
Number of -----------------------------
Shares Beneficially (8) Shared Voting Power
Owned 4,300,000
by Each
Reporting -----------------------------
Person With (9) Sole Dispositive Power
-----------------------------
(10) Shared Dispositive Power
4,300,000
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by each Reporting Person 4,300,000
--------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 6.6
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
--------------------------------------------------------------------------------
9
13D
CUSIP No. 67612W108 Page 10 of 39
Pages
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(1) Name of Reporting Person
TIG HOLDINGS, INC.
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds
OO
--------------------------------------------------------------------------------
(5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e). [ ]
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
(7) Sole Voting Power
Number of -----------------------------
Shares Beneficially (8) Shared Voting Power
Owned 47,200,000
by Each
Reporting -----------------------------
Person With (9) Sole Dispositive Power
-----------------------------
(10) Shared Dispositive Power
47,200,000
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by each Reporting Person 47,200,000
--------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 72.9
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
--------------------------------------------------------------------------------
10
13D
CUSIP No. 67612W108 Page 11 of 39
Pages
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(1) Name of Reporting Person
TIG INSURANCE GROUP INC.
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds
OO
--------------------------------------------------------------------------------
(5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e). [ ]
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
California
--------------------------------------------------------------------------------
(7) Sole Voting Power
Number of -----------------------------
Shares Beneficially (8) Shared Voting Power
Owned 47,200,000
by Each
Reporting -----------------------------
Person With (9) Sole Dispositive Power
-----------------------------
(10) Shared Dispositive Power
47,200,000
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by each Reporting Person 47,200,000
--------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 72.9
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
--------------------------------------------------------------------------------
11
13D
CUSIP No. 67612W108 Page 12 of 39
Pages
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(1) Name of Reporting Person
TIG INSURANCE COMPANY
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds
OO
--------------------------------------------------------------------------------
(5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e). [ ]
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
California
--------------------------------------------------------------------------------
(7) Sole Voting Power
Number of -----------------------------
Shares Beneficially (8) Shared Voting Power
Owned 12,660,966
by Each
Reporting -----------------------------
Person With (9) Sole Dispositive Power
-----------------------------
(10) Shared Dispositive Power
12,660,966
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by each Reporting Person 12,660,966
--------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 19.5
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
--------------------------------------------------------------------------------
12
13D
CUSIP No. 67612W108 Page 13 of 39
Pages
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(1) Name of Reporting Person
ORH HOLDINGS INC.
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds
OO
--------------------------------------------------------------------------------
(5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e). [ ]
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
(7) Sole Voting Power
Number of -----------------------------
Shares Beneficially (8) Shared Voting Power
Owned 6,166,667
by Each
Reporting -----------------------------
Person With (9) Sole Dispositive Power
-----------------------------
(10) Shared Dispositive Power
6,166,667
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by each Reporting Person 6,166,667
--------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 9.5
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
--------------------------------------------------------------------------------
13
13D
CUSIP No. 67612W108 Page 14 of 39
Pages
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(1) Name of Reporting Person
UNITED STATES FIRE INSURANCE COMPANY
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds
OO
--------------------------------------------------------------------------------
(5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e). [ ]
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
(7) Sole Voting Power
Number of -----------------------------
Shares Beneficially (8) Shared Voting Power
Owned 800,000
by Each
Reporting -----------------------------
Person With (9) Sole Dispositive Power
-----------------------------
(10) Shared Dispositive Power
800,000
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by each Reporting Person 800,000
--------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 1.2
--------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
--------------------------------------------------------------------------------
14
This Amendment No. 2 amends the Statement on Schedule 13D filed with
the Securities and Exchange Commission on June 27, 2001 by V. Prem Watsa, The
Sixty Two Investment Company Limited, Fairfax Financial Holdings Limited
("Fairfax"), Odyssey Re Holdings Ltd., Odyssey Re Group Ltd., Fairfax Inc., TIG
Holdings, Inc., TIG Insurance Group, TIG Insurance Company, and ORH Holdings
Inc., as amended by Amendment No. 1 thereto filed on March 7, 2003 (such
schedule, as amended, the "Schedule 13D") in relation to shares of common stock,
par value $0.01 per share, of Odyssey Re Holdings Corp. ("Shares").
Amendment No. 1 to the Schedule 13D related to the purchase by
Fairfax, through a subsidiary, pursuant to a master note purchase agreement,
dated as of March 3, 2003, of 4,300,000 outstanding Shares (the "2003 Purchased
Shares") in a private transaction. As consideration for the Purchased Shares, a
subsidiary of Fairfax issued $78,045,000 aggregate principal amount of 3.15%
Exchangeable Notes due February 28, 2010 (the "Old Exchangeable Notes"),
exchangeable into 4,300,000 Shares.
This Amendment No. 2 to the Schedule 13D relates to the purchase
(the "Purchase") by a subsidiary of Fairfax of its $78,045,000 aggregate
principal amount of Old Exchangeable Notes in a private transaction. As
consideration, the subsidiary issued $100,964,000 aggregate principal amount of
new 3.15% Exchangeable Notes due November 19, 2009 (the "New Exchangeable
Notes"). The New Exchangeable Notes are exchangeable into 4,300,000 Shares. The
Old Exchangeable Notes have been cancelled.
The following amendments to Items 2, 3, 4, 5, 6 and 7 of the
Schedule 13D are hereby made.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Schedule 13D is hereby amended in its entirety to read
as follows:
"This statement is being jointly filed by the following persons
(collectively, the "Reporting Persons"):
1. V. Prem Watsa, an individual, is a citizen of Canada. Mr.
Watsa's business address is 95 Wellington Street West, Suite
800, Toronto, Ontario, M5J 2N7;
2. 1109519 Ontario Limited ("1109519"), a corporation
incorporated under the laws of Ontario, is controlled by V.
Prem Watsa. The principal business of 1109519 is as an
investment holding company. The principal business address and
principal office address of 1109519 is 95 Wellington Street
West, Suite 800, Toronto, Ontario, M5J 2N7;
3. The Sixty Two Investment Company Limited ("Sixty Two"), a
corporation incorporated under the laws of British Columbia,
is controlled by V. Prem Watsa. The principal business of
Sixty Two is as an investment holding company. The principal
business address and
15
principal office address of Sixty Two is 1600 Cathedral Place,
925 West Georgia St., Vancouver, British Columbia, Canada, V6C
3L3;
4. 810679 Ontario Limited ("810679"), a corporation incorporated
under the laws of Ontario, is controlled by V. Prem Watsa. The
principal business of 810679 is as an investment holding
company. The principal business address and principal office
address of 810679 is 95 Wellington Street West, Suite 800,
Toronto, Ontario, Canada, M5J 2N7;
5. Fairfax, a corporation incorporated under the laws of Canada,
is controlled by Sixty Two, 1109519 and V. Prem Watsa. Fairfax
is a financial services holding company. The principal
business and principal office address of Fairfax is 95
Wellington Street West, Suite 800, Toronto, Ontario, Canada,
M5J 2N7;
6. FFHL Group Ltd., a corporation incorporated under the laws of
Canada, is a wholly-owned subsidiary of Fairfax. The principal
business of FFHL Group Ltd. is as a holding company. The
principal business address and principal office address of
FFHL Group Ltd. is 95 Wellington Street West, Suite 800,
Toronto, Ontario, Canada, M5J 2N7;
7. Fairfax Inc., a corporation incorporated under the laws of
Wyoming, is a wholly-owned subsidiary of Fairfax. The
principal business of Fairfax Inc. is as a holding company.
The principal business address and principal office address of
Fairfax Inc. is 300 First Stamford Place, Stamford, CT 06902;
8. Fairfax Financial (US) LLC ("Fairfax LLC"), a Delaware limited
liability company, is a wholly-owned subsidiary of Fairfax.
The sole member of Fairfax LLC is Fairfax Inc. The principal
business of Fairfax LLC is as a holding company. The principal
business address and principal office address of Fairfax LLC
is 5205 North O'Connor Blvd., Irving, Texas 75039;
9. TIG Holdings, Inc., a corporation incorporated under the laws
of Delaware, is a wholly-owned subsidiary of Fairfax. The
principal business of TIG Holdings, Inc. is as a holding
company. The principal business address and principal office
address of TIG Holdings, Inc. is 5205 North O'Connor Blvd.,
Irving, Texas 75039;
10. TIG Insurance Group Inc., a corporation incorporated under the
laws of California, is a majority-owned subsidiary of Fairfax.
The principal business of TIG Insurance Group is as a holding
company. The principal business address and principal office
address of TIG Insurance Group is 5205 North O'Connor Blvd.,
Irving, Texas 75039;
16
11. TIG Insurance Company ("TIG"), a corporation incorporated
under the laws of California, is a majority-owned subsidiary
of Fairfax. The principal business of TIG is property/casualty
insurance. The principal business address and principal office
address of TIG is 5205 North O'Connor Blvd., Irving, Texas
75039;
12. ORH Holdings Inc. ("ORH"), a corporation incorporated under
the laws of Delaware, is a majority-owned subsidiary of
Fairfax. The principal business of ORH is as a holding
company. The principal business address and principal office
address of ORH is 300 First Stamford Place, Stamford,
Connecticut 06902; and
13. United States Fire Insurance Company ("US Fire"), a
corporation incorporated under the laws of Delaware, is a
wholly-owned subsidiary of Fairfax. The principal business of
US Fire is insurance. The principal business address and
principal office address of US Fire is 305 Madison Avenue,
P.O. Box 1943, Morristown, New Jersey 07962.
Neither the filing of this Schedule 13D nor the information
contained herein shall be deemed to constitute an affirmation by V. Prem Watsa,
1109519, Sixty Two, 810679, Fairfax, FFHL Group Ltd., Fairfax Inc., Fairfax LLC,
TIG Holdings, Inc., TIG Insurance Group, TIG, ORH or US Fire that such person is
the beneficial owner of the Shares referred to herein for purposes of Section
13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or for any other purpose, and such beneficial ownership is expressly
disclaimed.
The name, present principal occupation or employment and name,
principal business and address of any corporation or other organization in which
such employment is conducted and the citizenship of each executive officer and
director, or each member of the board of managers, as applicable, of each of the
Reporting Persons is set forth in Annex A, B, C, D, E, F, G, H, I, J, K or L, as
the case may be, and such Annexes are incorporated herein by reference.
Pursuant to Rule 13d-1(k) under the Exchange Act, the Reporting
Persons have agreed to file jointly one statement with respect to their
ownership of the Shares.
During the last five years, none of the Reporting Persons, and, to
the best of each such Reporting Person's knowledge, none of the persons listed
in Annex A, B, C, D, E, F, G, H, I, J, K or L have been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws."
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended in its entirety to read
as follows:
17
"On November 19, 2004, Fairfax LLC purchased its $78,045,000
aggregate principal amount of Old Exchangeable Notes, in a private transaction,
from NMS Services (Cayman) Inc. (the "Purchaser"), an affiliate of Bank of
America, N.A., as purchaser under the Master Note Purchase Agreement (as defined
below). As consideration for the Old Exchangeable Notes, Fairfax LLC issued
$100,964,000 aggregate principal amount of New Exchangeable Notes. In addition,
in connection with the purchase of the Old Exchangeable Notes, Fairfax has
agreed to reimburse the Purchaser for certain costs."
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended in its entirety to read
as follows:
"The 2003 Purchased Shares were acquired and the Purchase was made
by Fairfax for investment purposes and in order for Odyssey Re Holdings Corp.
("OdysseyRe") to be included in Fairfax's U.S. consolidated tax group so as to
more quickly use Fairfax's future income tax asset and to allow for the cash
flow benefit of receiving tax sharing payments from OdysseyRe.
The Reporting Persons have the following plans and proposals:
(a) The Reporting Persons currently do not intend to acquire or
dispose of Shares, but may formulate plans to do so in the future. The Reporting
Persons intend to review, on a continuous basis, various factors related to
their direct or indirect investment, as the case may be, in OdysseyRe, including
the price and availability of the Shares, subsequent developments affecting
OdysseyRe's business, other investment and business opportunities available to
the Reporting Persons and general stock market and economic conditions. Based
upon these and other factors, the Reporting Persons may decide to purchase
additional Shares or may decide in the future to sell all or part of their
investment in OdysseyRe;
(b) The Reporting Persons have no plans or proposals to cause
OdysseyRe to enter into any extraordinary corporate transaction, such as a
merger, reorganization or liquidation of OdysseyRe or any of its subsidiaries;
(c) The Reporting Persons have no plans or proposals to cause
OdysseyRe or any of its subsidiaries to sell or transfer a material amount of
assets;
(d) The Reporting Persons have no plans or proposals which would
result in a change in the present board of directors or management of OdysseyRe,
whether through a change in the number or term of directors or otherwise;
(e) The Reporting Persons have no plans to make any material change
in the present capitalization or dividend policy of OdysseyRe;
(f) The Reporting Persons have no plans or proposals to cause
OdysseyRe to make any other material change in its business or corporate
structure;
18
(g) The Reporting Persons have no plans or proposals to cause
OdysseyRe to change its certificate of incorporation or bylaws or to take other
actions which may impede the acquisition of control of OdysseyRe by any person;
(h) The Reporting Persons have no plans or proposals to cause the
Shares to be delisted from any securities exchange or cease to be authorized to
be quoted in an inter-dealer quotation system;
(i) The Reporting Persons have no plans or proposals to cause the
Shares to become eligible for termination of registration pursuant to Section
12(g) of the Exchange Act; and
(j) The Reporting Persons have no plans or proposals to take any
actions similar to those enumerated above."
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended in its entirety to read
as follows:
"(a) Based on the most recent information available, the aggregate
number and percentage of the Shares (the securities identified pursuant to Item
1 of this Schedule 13D) that are beneficially owned by each of the Reporting
Persons is set forth in boxes 11 and 13 of the second part of the cover page to
this Schedule 13D for each of the Reporting Persons, and such information is
incorporated herein by reference.
(b) The number of Shares as to which each of the Reporting Persons
has sole voting power, shared voting power, sole dispositive power and shared
dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the
second part of the cover page to this Schedule 13D for each of the Reporting
Persons, and such information is incorporated herein by reference.
(c) Except as described herein, none of the Reporting Persons, nor,
to the best knowledge of the Reporting Persons, any person listed in Annex A, B,
C, D, E, F, G, H, I, J, K or L beneficially owns, or during the last 60 days has
acquired or disposed of, any Shares.
To the best knowledge of the Reporting Persons, the following
persons beneficially own the following amounts of Shares and have sole voting
power and sole dispositive power with respect to such Shares, except that Mr.
Griffiths shares voting and dispositive power over 5,000 of such Shares with
Fourfourtwo Investments Limited, a company controlled by Mr. Griffiths (in each
case the amount of Shares accounts for less than 1% of the total outstanding
amount of Shares):
James F. Dowd 7,500
Andrew A. Barnard: 264,052
Anthony Griffiths: 7,500
Robbert Hartog 2,500
Brandon W. Sweitzer 3,500
Frank B. Bennett 1,550
19
(d) No person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, Shares
held by the Reporting Persons other than each of the Reporting Persons.
(e) Not applicable."
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended in its entirety to read
as follows:
"Except as described herein, none of the Reporting Persons, nor to
the best knowledge of each of the Reporting Persons, any person listed in Annex
A, B, C, D, E, F, G, H, I, J, K or L has any contract, arrangement,
understanding or relationship (legal or otherwise) with any person with respect
to any securities of OdysseyRe, including, but not limited to, transfer or
voting of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies other than as described below.
Pursuant to a master note purchase agreement among Fairfax LLC, the
Purchaser, Fairfax, as guarantor, and Banc of America Securities LLC, as agent,
dated as of November 19, 2004 (the "Master Note Purchase Agreement"), in
consideration for the Old Exchangeable Notes, Fairfax LLC issued (1) $68,092,000
aggregate principal amount of New Exchangeable Notes that are exchangeable into
2,900,000 Shares at the option of the Purchaser during the period beginning on
and including November 3, 2006 through and including November 17, 2006, such
date the "Exchange Period End Date" for such Exchangeable Notes and (2)
$32,872,000 aggregate principal amount of New Exchangeable Notes that are
exchangeable into 1,400,000 Shares at the option of the Purchaser during the
period beginning on and including August 4, 2006 through and including August
18, 2006, such date the "Exchange Period End Date" for such Exchangeable Notes.
The Old Exchangeable Notes have been cancelled. In addition, under the Master
Note Purchase Agreement, the New Exchangeable Notes are exchangeable at the
option of the Purchaser if at any time prior to the applicable Exchange Period
End Date (a) OdysseyRe shall declare either (i) a dividend on the Shares to be
paid in property other than cash or Shares or (ii) a quarterly cash dividend in
excess of $0.03125 per Share, or (b) Fairfax LLC fails to reimburse the
Purchaser for certain costs. The performance of Fairfax LLC's obligations under
the New Exchangeable Notes has been guaranteed by Fairfax and, pursuant to a
pledge agreement among Fairfax LLC, the Purchaser, and Banc of America
Securities LLC, as agent, dated as of November 19, 2004 (the "Pledge
Agreement"), secured by a pledge of the 2003 Purchased Shares in favor of the
Purchaser.
Immediately following the Purchase, the Purchaser transferred the
New Exchangeable Notes to Intrepid Portfolios LLC ("Intrepid"), an affiliate of
Bank of America, N.A. In addition, the Purchaser transferred its rights and
obligations, and Intrepid assumed the Purchaser's rights and obligations, under
the Master Note Purchase Agreement and the Pledge Agreement.
20
OdysseyRe has entered into a registration rights agreement with TIG
and ORH. The registration rights agreement includes rights to require OdysseyRe
to register the offer and sale of Shares held by TIG and ORH on up to three
different occasions. Each of TIG and ORH may also require OdysseyRe to file
registration statements on Form S-3. The registration rights agreement also
includes the right to require OdysseyRe to include OdysseyRe common stock held
by TIG and ORH in up to three future registration statements that OdysseyRe
files with the Securities and Exchange Commission. Under the agreement,
OdysseyRe also provides TIG and ORH with the right to participate in any
securities offerings by OdysseyRe in order to maintain their percentage
ownership. These rights are subject to various conditions and limitations. Under
the registration rights agreement, OdysseyRe will bear all expenses incurred in
connection with the registrations, other than any underwriting discounts and
commissions. Registration of Shares upon the exercise of these registration
rights would result in such Shares becoming freely tradable without restriction
under the Securities Act.
Messrs. Andrew A. Barnard, James F. Dowd, Frank B. Bennett, Robbert
Hartog, Anthony Griffiths and Brandon W. Sweitzer have been granted stock
options to purchase Shares in the amount of 40,000, 15,000, 5,000, 5,000, 5,000,
and 5,000, respectively, under the OdysseyRe 2002 Stock Incentive Plan that have
not been exercised."
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended by the addition of the
following exhibits to the end thereof:
2.1 Master Note Purchase Agreement dated as of November 19, 2004.
2.2 Promissory Note ("Note 1") in the amount of $68,092,000 due
November 19, 2009 exchangeable into 2,900,000 Shares.
2.3 Promissory Note ("Note 2") in the amount of $11,740,000 due
November 19, 2009 exchangeable into 500,000 Shares.
2.4 Promissory Note ("Note 3") in the amount of $11,740,000 due
November 19, 2009 exchangeable into 500,000 Shares.
2.5 Promissory Note ("Note 4") in the amount of $9,392,000 due
November 19, 2009 exchangeable into 400,000 Shares.
2.6 Note Purchase Confirmation No. 1 relating to Note 1.
2.7 Note Purchase Confirmation No. 2 relating to Note 2.
2.8 Note Purchase Confirmation No. 3 relating to Note 3.
21
2.9 Note Purchase Confirmation No. 4 relating to Note 4.
2.10 Pledge Agreement dated as of November 19, 2004.
2.11 Joint filing agreement dated as of November 23, 2004 between
V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two
Investment Company Limited, 810679 Ontario Limited, Fairfax
Financial Holdings Limited, FFHL Group Limited, Fairfax Inc.,
Fairfax Financial (US) LLC, TIG Holdings, Inc., TIG Insurance
Group, TIG Insurance Company, ORH Holdings Inc., and United
States Fire Insurance Company.
22
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, such person certifies that the information set forth in this
statement with respect to such person is true, complete and correct.
IN WITNESS WHEREOF, the undersigned has executed this instrument as
of the 23rd day of November, 2004.
V. PREM WATSA
/s/ V. Prem Watsa
--------------------------------------------
1109519 ONTARIO LIMITED
By: /s/ V. Prem Watsa
----------------------------------------
Name: V. Prem Watsa
Title: President
THE SIXTY TWO INVESTMENT
COMPANY LIMITED
By: /s/ V. Prem Watsa
----------------------------------------
Name: V. Prem Watsa
Title: President
810679 ONTARIO LIMITED
By: /s/ V. Prem Watsa
----------------------------------------
Name: V. Prem Watsa
Title: President
FAIRFAX FINANCIAL HOLDINGS LIMITED
By: /s/ Eric P. Salsberg
----------------------------------------
Name: Eric P. Salsberg
Title: Vice President, Corporate Affairs
FFHL GROUP LTD.
By: /s/ Eric P. Salsberg
----------------------------------------
Name: Eric P. Salsberg
Title: Vice President
FAIRFAX INC.
By: /s/ Eric P. Salsberg
----------------------------------------
Name: Eric P. Salsberg
Title: Vice President
FAIRFAX FINANCIAL (US) LLC.
By: /s/ Bradley P. Martin
----------------------------------------
Name: Bradley P. Martin
Title: Vice President
TIG HOLDINGS, INC.
By: /s/ R. Scott Donovan
----------------------------------------
Name: R. Scott Donovan
Title: President
TIG INSURANCE GROUP
By: /s/ R. Scott Donovan
------------------------------------------
Name: R. Scott Donovan
Title: President
TIG INSURANCE COMPANY
By: /s/ R. Scott Donovan
------------------------------------------
Name: R. Scott Donovan
Title: President
ORH HOLDINGS INC.
By: /s/ Eric P. Salsberg
------------------------------------------
Name: Eric P. Salsberg
Title: Vice President
UNITED STATES FIRE INSURANCE COMPANY
By: /s/ Mary Jane Robertson
------------------------------------------
Name: Mary Jane Robertson
Title: Senior Executive Vice President,
Chief Financial Officer & Treasurer
ANNEX INDEX
ANNEX DESCRIPTION
----- -----------
A Directors and Executive Officers of 1109519 Ontario Limited
B Directors and Executive Officers of The Sixty Two Investment Company Limited
C Directors and Executive Officers of 810679 Ontario Limited
D Directors and Executive Officers of Fairfax Financial Holdings Limited
E Directors and Executive Officers of FFHL Group Ltd.
F Directors and Executive Officers of Fairfax Inc.
G Members of the Board of Managers and Executive Officers of Fairfax Financial
(US) LLC
H Directors and Executive Officers of TIG Holdings, Inc.
I Directors and Executive Officers of TIG Insurance Group
J Directors and Executive Officers of TIG Insurance Company
K Directors and Executive Officers of ORH Holdings Inc.
L Directors and Executive Officers of United States Fire Insurance Company
26
ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS OF
1109519 ONTARIO LIMITED
The following table sets forth certain information with respect to
the directors and executive officers of 1109519 Ontario Limited.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS
OF ANY CORPORATION OR OTHER ORGANIZATION IN
NAME WHICH SUCH EMPLOYMENT IS CONDUCTED CITIZENSHIP
---- ------------------------------------------- -----------
V. Prem Watsa Chairman and Chief Executive Officer, Canadian
(President and Director) Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7
Eric P. Salsberg Vice President, Corporate Affairs, Fairfax Canadian
(Assistant Secretary and Director) Financial Holdings Limited
27
ANNEX B
DIRECTORS AND EXECUTIVE OFFICERS OF
THE SIXTY TWO INVESTMENT COMPANY LIMITED
The following table sets forth certain information with respect to
the directors and executive officers of The Sixty Two Investment Company
Limited.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS
OF ANY CORPORATION OR OTHER ORGANIZATION IN
NAME WHICH SUCH EMPLOYMENT IS CONDUCTED CITIZENSHIP
---- ------------------------------------------- -----------
V. Prem Watsa Chairman and Chief Executive Officer, Canadian
(President and Director) Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7
Eric P. Salsberg Vice President, Corporate Affairs, Fairfax Canadian
(Assistant Secretary and Director) Financial Holdings Limited
28
ANNEX C
DIRECTORS AND EXECUTIVE OFFICERS OF
810679 ONTARIO LIMITED
The following table sets forth certain information with respect to
the directors and executive officers of 810679 Ontario Limited.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS
OF ANY CORPORATION OR OTHER ORGANIZATION IN
NAME WHICH SUCH EMPLOYMENT IS CONDUCTED CITIZENSHIP
---- ------------------------------------------- -----------
V. Prem Watsa Chairman and Chief Executive Officer, Canadian
(President and Director) Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7
Eric P. Salsberg Vice President, Corporate Affairs, Fairfax Canadian
(Assistant Secretary and Director) Financial Holdings Limited
29
ANNEX D
DIRECTORS AND EXECUTIVE OFFICERS OF
FAIRFAX FINANCIAL HOLDINGS LIMITED
The following table sets forth certain information with respect to
the directors and executive officers of Fairfax Financial Holdings Limited.
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT AND THE NAME,
PRINCIPAL BUSINESS AND ADDRESS OF
ANY CORPORATION OR OTHER
ORGANIZATION IN WHICH SUCH
NAME EMPLOYMENT IS CONDUCTED CITIZENSHIP
---- --------------------------------------- -------------
V. Prem Watsa Chairman and Chief Executive Officer, Fairfax Financial Holdings Canadian
(Chairman and Chief Executive Officer) Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7
Frank B. Bennett President, Artesian Management Inc. United States
(Director) 301 Carlson Parkway, Suite 120
Minnetonka, MN 55305
Robbert Hartog President, Robhar Investments Ltd. Canadian
(Director) R.R. #1
Perkinsfield, Ontario L0L 2J0
Anthony Griffiths Independent Business Consultant Canadian
(Director) Toronto, Ontario, Canada
Brandon W. Sweitzer Senior Advisor to the President of the United States
(Director) Chamber of Commerce of The United
States
1615 H Street, NW
Washington, DC 20062
Trevor J. Ambridge Vice President and Chief Canadian
(Vice President and Chief Financial Financial Officer, Fairfax
Officer) Financial Holdings Limited
Eric P. Salsberg Vice President, Corporate Affairs, Canadian
(Vice President, Corporate Affairs) Fairfax Financial Holdings Limited
30
ANNEX E
DIRECTORS AND EXECUTIVE OFFICERS OF
FFHL GROUP LTD.
The following table sets forth certain information with respect to
the directors and executive officers of FFHL Group Ltd.
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT AND THE NAME,
PRINCIPAL BUSINESS AND ADDRESS OF
ANY CORPORATION OR OTHER
ORGANIZATION IN WHICH SUCH
NAME EMPLOYMENT IS CONDUCTED CITIZENSHIP
---- --------------------------------------- -------------
James F. Dowd President and Chief Executive Officer, United States
(Chairman) Fairfax Inc.
305 Madison Avenue
Morristown, NJ 07960
Eric P. Salsberg Vice President, Corporate Affairs, Canadian
(Vice President and Director) Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7
Bradley P. Martin Vice President, Canadian
(Vice President and Director) Fairfax Financial Holdings Limited
V. Prem Watsa Chairman and Chief Executive Officer, Canadian
(Vice President and Director) Fairfax Financial Holdings Limited
Ronald Schokking Vice President, Finance, Canadian
(Vice President) Fairfax Financial Holdings Limited
M. Jane Williamson Vice President, Canadian
(Director) Fairfax Financial Holdings Limited
31
ANNEX F
DIRECTORS AND EXECUTIVE OFFICERS OF
FAIRFAX INC.
The following table sets forth certain information with respect to
the directors and executive officers of Fairfax Inc.
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT AND THE NAME,
PRINCIPAL BUSINESS AND ADDRESS OF
ANY CORPORATION OR OTHER
ORGANIZATION IN WHICH SUCH
NAME EMPLOYMENT IS CONDUCTED CITIZENSHIP
---- --------------------------------------- -------------
Eric P. Salsberg Vice President, Corporate Affairs, Canadian
(Vice President and Director) Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7
James F. Dowd Chairman, President and Chief Executive United States
(Chairman, President and Chief Executive Officer) Officer, Fairfax Inc.
305 Madison Avenue
Morristown, NJ 07906
Ronald Schokking Vice President, Finance, Canadian
(Vice President) Fairfax Financial Holdings
Limited
Roland W. Jackson Vice President, Treasurer and Director, United States
(Vice President, Treasurer and Director) Fairfax Inc.
Trevor J. Ambridge Vice President and Chief Financial Canadian
(Vice President) Officer,
Fairfax Financial Holdings Limited
32
ANNEX G
MEMBERS OF THE BOARD OF MANAGERS AND EXECUTIVE OFFICERS OF
FAIRFAX FINANCIAL (US) LLC
The following table sets forth certain information with respect to
the members of the board of managers and executive officers of Fairfax Financial
(US) LLC.
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT AND THE NAME,
PRINCIPAL BUSINESS AND ADDRESS OF
ANY CORPORATION OR OTHER
ORGANIZATION IN WHICH SUCH
NAME EMPLOYMENT IS CONDUCTED CITIZENSHIP
---- --------------------------------------- -------------
John K. Cassil Assistant Secretary, United States
(President and Manager) TIG Insurance Company
5205 North O'Connor Blvd.
Irving, Texas 75039
Roland Jackson Vice President, United States
(Manager) Fairfax Inc.
305 Madison Avenue
Morristown, NJ 07906
William McManus Managing Director, United States
(Manager) Horizon Management, Inc.
8318 Pineville-Matthews Road
Suite 390 G
Charlotte, NC 28226
Bradley P. Martin Vice President, Canadian
(Vice President) Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7
33
ANNEX H
DIRECTORS AND EXECUTIVE OFFICERS OF
TIG HOLDINGS, INC.
The following table sets forth certain information with respect to
the directors and executive officers of TIG Holdings, Inc.
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT AND THE NAME,
PRINCIPAL BUSINESS AND ADDRESS OF
ANY CORPORATION OR OTHER
ORGANIZATION IN WHICH SUCH
NAME EMPLOYMENT IS CONDUCTED CITIZENSHIP
---- --------------------------------------- -------------
V. Prem Watsa Chairman and Chief Executive Officer, Canadian
(Chairman and Director) Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7
Trevor J. Ambridge Vice President and Chief Canadian
(Director) Financial Officer,
Fairfax Financial Holdings Limited
Dennis C. Gibbs Chief Executive Officer and Director, United States
(Chief Executive Officer and Director) TIG Insurance Company
R. Scott Donovan President and Director, United States
(President and Director) TIG Insurance Company
Michael J. Sluka Senior Vice President, Chief Financial United States
(Senior Vice President, Chief Financial Officer Officer and Treasurer and Director,
and Treasurer) TIG Insurance Company
34
ANNEX I
DIRECTORS AND EXECUTIVE OFFICERS OF
TIG INSURANCE GROUP
The following table sets forth certain information with respect to
the directors and executive officers of TIG Insurance Group.
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT AND THE NAME,
PRINCIPAL BUSINESS AND ADDRESS OF
ANY CORPORATION OR OTHER
ORGANIZATION IN WHICH SUCH
NAME EMPLOYMENT IS CONDUCTED CITIZENSHIP
---- --------------------------------------- -------------
R. Scott Donovan President and Director, United States
(President and Director) TIG Insurance Company
5205 North O'Connor Blvd.,
Irving, Texas 75039
Dennis C. Gibbs Chief Executive Officer and Director, United States
(Chief Executive Officer and Director) TIG Insurance Company
Charles G. Ehrlich Senior Vice President and Director, United States
(Senior Vice President, General Counsel and TIG Insurance Company
Secretary)
Michael J. Sluka Senior Vice President, Chief Financial United States
(Senior Vice President, Chief Financial Officer, Officer, Treasurer and Director,
Treasurer, and Director) TIG Insurance Company
William J. Gillett Managing Director -- Europe, United States
(Director) RiverStone Holdings Limited
35
ANNEX J
DIRECTORS AND EXECUTIVE OFFICERS OF
TIG INSURANCE COMPANY
The following table sets forth certain information with respect to
the directors and executive officers of TIG Insurance Company.
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT AND THE NAME,
PRINCIPAL BUSINESS AND ADDRESS OF
ANY CORPORATION OR OTHER
ORGANIZATION IN WHICH SUCH
NAME EMPLOYMENT IS CONDUCTED CITIZENSHIP
---- --------------------------------------- -------------
Dennis C. Gibbs Chairman, Chief Executive Officer and United States
(Chairman, Chief Executive Officer and Director) Director,
TIG Insurance Company
R. Scott Donovan President and Director, United States
(President and Director) TIG Insurance Company
Charles G. Ehrlich Senior Vice President and Director, United States
(Senior Vice President and Director) TIG Insurance Company
John M. Parker Senior Vice President, General Counsel, United States
(Senior Vice President, General Counsel, and and Secretary,
Secretary) TIG Insurance Company
Robert L. Gossett Senior Vice President and Director, United States
(Senior Vice President and Director) TIG Insurance Company
Michael J. Sluka Senior Vice President, Chief Financial United States
(Senior Vice President, Chief Financial Officer, Officer, Treasurer and Director,
Treasurer and Director) TIG Insurance Company
36
ANNEX K
DIRECTORS AND EXECUTIVE OFFICERS OF
ORH HOLDINGS INC.
The following table sets forth certain information with respect to
the directors and executive officers of ORH Holdings Inc.
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT AND THE NAME,
PRINCIPAL BUSINESS AND ADDRESS OF
ANY CORPORATION OR OTHER
ORGANIZATION IN WHICH SUCH
NAME EMPLOYMENT IS CONDUCTED CITIZENSHIP
---- --------------------------------------- -------------
Andrew A. Barnard President and Chief Executive Officer, United States
(President) Odyssey Re Holdings Corp.
300 First Stamford Place,
Stamford, Connecticut 06902
Eric P. Salsberg Vice President, Corporate Affairs, Canadian
(Vice President and Director) Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario
Bradley P. Martin Vice President, Canadian
(Vice President and Director) Fairfax Financial Holdings Limited
37
ANNEX L
DIRECTORS AND EXECUTIVE OFFICERS OF
UNITED STATES FIRE INSURANCE COMPANY
The following table sets forth certain information with respect to
the directors and executive officers of United States Fire Insurance Company.
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT AND THE NAME,
PRINCIPAL BUSINESS AND ADDRESS OF
ANY CORPORATION OR OTHER
ORGANIZATION IN WHICH SUCH
NAME EMPLOYMENT IS CONDUCTED CITIZENSHIP
---- ----------------------------------------- -------------
Nikolas Antonopoulos Chief Executive Officer and President, United States
(Chairman of the Board, Chief Executive Officer
and Director) Crum & Forster Holdings Corp. and various
other insurance subsidiaries
305 Madison Avenue
Morristown, NJ 07962
Mary Jane Robertson Executive Vice President, Chief United States
(Senior Executive Vice President, Chief Financial Financial Officer and Treasurer,
Officer, Treasurer and Director) Crum & Forster Holdings Corp. and various
other insurance subsidiaries
Dennis J. Hammer Senior Vice President and Controller, United States
(Senior Vice President and Controller) United States Fire Insurance Company
Joseph F. Braunstein, Jr. President and Director, United States
(President and Director) United States Fire Insurance Company
38
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
2.1 Master Note Purchase Agreement dated as of November 19, 2004.
2.2 Promissory Note ("Note 1") in the amount of $68,092,000 due
November 19, 2009 exchangeable into 2,900,000 Shares.
2.3 Promissory Note ("Note 2") in the amount of $11,740,000 due
November 19, 2009 exchangeable into 500,000 Shares.
2.4 Promissory Note ("Note 3") in the amount of $11,740,000 due
November 19, 2009 exchangeable into 500,000 Shares.
2.5 Promissory Note ("Note 4") in the amount of $9,392,000 due
November 19, 2009 exchangeable into 400,000 Shares.
2.6 Note Purchase Confirmation No. 1 relating to Note 1.
2.7 Note Purchase Confirmation No. 2 relating to Note 2.
2.8 Note Purchase Confirmation No. 3 relating to Note 3.
2.9 Note Purchase Confirmation No. 4 relating to Note 4.
2.10 Pledge Agreement dated as of November 19, 2004.
2.11 Joint filing agreement dated as of November 23, 2004 between V.
Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment
Company Limited, 810679 Ontario Limited, Fairfax Financial
Holdings Limited, FFHL Group Limited, Fairfax Inc., Fairfax
Financial (US) LLC, TIG Holdings, Inc., TIG Insurance Group, TIG
Insurance Company, ORH Holdings Inc., and United States Fire
Insurance Company.
39