SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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 because of Rule 13d-1(b)(3) or (4), check the following box. o
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. |
003687100 |
Page | 2 |
of | 52 |
Pages |
1 | NAME OF REPORTING PERSON V. Prem Watsa |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e). | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Canada | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | |||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 35,000,000 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | |||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
35,000,000 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
35,000,000 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
39.9 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
IN |
2
13D | |||||||||||
CUSIP No. |
003687100 |
Page | 3 |
of | 52 |
Pages |
1 | NAME OF REPORTING PERSON 1109519 ONTARIO LIMITED |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e). | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Ontario, Canada | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | |||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 35,000,000 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | |||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
35,000,000 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
35,000,000 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
39.9 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
3
13D | |||||||||||
CUSIP No. |
003687100 |
Page | 4 |
of | 52 |
Pages |
1 | NAME OF REPORTING PERSON THE SIXTY TWO INVESTMENT COMPANY LIMITED |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e). | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
British Columbia | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | |||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 35,000,000 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | |||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
35,000,000 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
35,000,000 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
39.9 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
4
13D | |||||||||||
CUSIP No. |
003687100 |
Page | 5 |
of | 52 |
Pages |
1 | NAME OF REPORTING PERSON 810679 ONTARIO LIMITED |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e). | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Ontario, Canada | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | |||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 35,000,000 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | |||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
35,000,000 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
35,000,000 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
39.9 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
5
13D | |||||||||||
CUSIP No. |
003687100 |
Page | 6 |
of | 52 |
Pages |
1 | NAME OF REPORTING PERSON FAIRFAX FINANCIAL HOLDINGS LIMITED |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e). | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Canada | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | |||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 35,000,000 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | |||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
35,000,000 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
35,000,000 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
39.9 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
6
13D | |||||||||||
CUSIP No. |
003687100 |
Page | 7 |
of | 52 |
Pages |
1 | NAME OF REPORTING PERSON TIG INSURANCE COMPANY |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e). | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
California | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | |||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 5,000,000 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | |||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
5,000,000 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
5,000,000 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
8.7 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
7
13D | |||||||||||
CUSIP No. |
003687100 |
Page | 8 |
of | 52 |
Pages |
1 | NAME OF REPORTING PERSON THE NORTH RIVER INSURANCE COMPANY |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e). | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
New Jersey | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | |||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 7,500,000 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | |||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
7,500,000 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
7,500,000 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
12.5 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
8
13D | |||||||||||
CUSIP No. |
003687100 |
Page | 9 |
of | 52 |
Pages |
1 | NAME OF REPORTING PERSON ODYSSEY RE HOLDINGS CORP. |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e). | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | |||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 10,000,000 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | |||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
10,000,000 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
10,000,000 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
16.0 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
9
13D | |||||||||||
CUSIP No. |
003687100 |
Page | 10 |
of | 52 |
Pages |
1 | NAME OF REPORTING PERSON ODYSSEY AMERICA REINSURANCE CORPORATION |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e). | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Connecticut | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | |||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 10,000,000 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | |||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
10,000,000 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
10,000,000 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
16.0 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
10
13D | |||||||||||
CUSIP No. |
003687100 |
Page | 11 |
of | 52 |
Pages |
1 | NAME OF REPORTING PERSON NORTHBRIDGE FINANCIAL CORPORATION |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e). | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Canada | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | |||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 7,200,000 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | |||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
7,200,000 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
7,200,000 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
12.0 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
11
13D | |||||||||||
CUSIP No. |
003687100 |
Page | 12 |
of | 52 |
Pages |
1 | NAME OF REPORTING PERSON MARKEL INSURANCE COMPANY OF CANADA |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e). | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Canada | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | |||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 1,130,000 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | |||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
1,130,000 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
1,130,000 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
2.1 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
12
13D | |||||||||||
CUSIP No. |
003687100 |
Page | 13 |
of | 52 |
Pages |
1 | NAME OF REPORTING PERSON COMMONWEALTH INSURANCE COMPANY |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e). | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Canada | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | |||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 1,750,000 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | |||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
1,750,000 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
1,750,000 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
3.2 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
13
13D | |||||||||||
CUSIP No. |
003687100 |
Page | 14 |
of | 52 |
Pages |
1 | NAME OF REPORTING PERSON FEDERATED INSURANCE COMPANY OF CANADA |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e). | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Canada | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | |||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 620,000 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | |||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
620,000 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
620,000 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
1.2 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
14
13D | |||||||||||
CUSIP No. |
003687100 |
Page | 15 |
of | 52 |
Pages |
1 | NAME OF REPORTING PERSON LOMBARD GENERAL INSURANCE COMPANY OF CANADA |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e). | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Canada | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | |||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 3,700,000 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | |||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
3,700,000 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
3,700,000 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
6.6 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
15
13D | |||||||||||
CUSIP No. |
003687100 |
Page | 16 |
of | 52 |
Pages |
1 | NAME OF REPORTING PERSON LOMBARD INSURANCE COMPANY |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e). | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Canada | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | |||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 500,000 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | |||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
500,000 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
500,000 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
0.9 | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
16
Item 1. | Security and Issuer |
Item 2. | Identity And Background |
1. | V. Prem Watsa, an individual, is a citizen of Canada. Mr. Watsas business address is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, 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, Canada, 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 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 Financial Holdings Limited (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 |
17
principal business and principal office address of Fairfax is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7; |
6. | TIG Insurance Company (TIG), a corporation incorporated under the laws of California, is a wholly-owned subsidiary of Fairfax. The principal business of TIG is property/casualty insurance. The principal business address and principal office address of TIG is 250 Commercial Street, Suite 5000, Manchester, New Hampshire 03101; | ||
7. | The North River Insurance Company (North River), a corporation incorporated under the laws of New Jersey, is a wholly-owned subsidiary of Fairfax. The principal business of North River is insurance. The principal business address and principal office address of North River is 305 Madison Avenue, Morristown, New Jersey 07962; | ||
8. | Odyssey Re Holdings Corp. (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; | ||
9. | Odyssey America Reinsurance Corporation (OARC), a corporation incorporated under the laws of Connecticut, is a wholly-owned subsidiary of ORH. The principal business of OARC is reinsurance. The principal business address and principal office address of OARC is 300 First Stamford Place, Stamford, Connecticut 06902; | ||
10. | Northbridge Financial Corporation (Northbridge), a corporation incorporated under the laws of Canada, is a majority-owned subsidiary of Fairfax. The principal business of Northbridge is as a holding company. The principal business address and principal office address of Northbridge is 105 Adelaide Street West, 7th Floor, Toronto, Ontario, Canada, M5H 1P9; | ||
11. | Markel Insurance Company of Canada (Markel), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Northbridge. The principal business of Markel is property/casualty insurance. The principal business address and principal office address of Markel is 55 University Avenue, Suite 1500, Toronto, Ontario, Canada, M5J 2H7; | ||
12. | Commonwealth Insurance Company (Commonwealth), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Northbridge. The principal business of Commonwealth is property/casualty insurance. The principal business address and principal office address of Commonwealth is 595 Burrard Street, Suite 1500, Box 49115 Bentall Tower III, Vancouver, BC, Canada, V7X 1G4; |
18
13. | Federated Insurance Company of Canada (Federated), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Northbridge. The principal business of Federated is property/casualty insurance. The principal business address and principal office address of Federated is 717 Portage Ave., Winnipeg, Manitoba, Canada, R3C 3C9; | ||
14. | Lombard General Insurance Company of Canada (LGICC), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Northbridge. The principal business of LGICC is property/casualty insurance. The principal business address and principal office address of LGICC is 105 Adelaide Street West, 3rd Floor, Toronto, Ontario, Canada M5H 1P9; and | ||
15. | Lombard Insurance Company (Lombard), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Northbridge. The principal business of Lombard is property/casualty insurance. The principal business address and principal office address of Lombard is 105 Adelaide Street West, 3rd Floor, Toronto, Ontario, Canada M5H 1P9; |
Item 3. | Source And Amount Of Funds Or Other Consideration |
19
Item 4. | Purpose Of Transaction |
20
Item 5. | Interest in Securities of the Issuer |
Item 6. | Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer |
21
22
Item 7. | Material to be filed as Exhibits |
Ex. 1 | Joint filing agreement dated as of April 11, 2008 among V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, TIG Insurance Company, The North River Insurance Company, Odyssey Re Holdings Corp., Odyssey America |
23
Reinsurance Corporation, Northbridge Financial Corporation, Markel Insurance Company of Canada, Commonwealth Insurance Company, Federated Insurance Company of Canada, Lombard General Insurance Company of Canada, and Lombard Insurance Company. | |||
Ex. 2 | Purchase Agreement, dated as of March 24, 2008, between AbitibiBowater Inc. and Fairfax Financial Holdings Limited (incorporated by reference to the Current Report on Form 8-K of AbitibiBowater filed with the Commission on March 28, 2008). | ||
Ex. 3 | Indenture (including a form of Note), dated as of April 1, 2008, among AbitibiBowater Inc., as Issuer, Bowater Incorporated, as Guarantor, and The Bank of New York Trust Company, N.A., as Trustee (incorporated by reference to the Current Report on Form 8-K of AbitibiBowater filed with the Commission on April 7, 2008). | ||
Ex. 4 | Registration and Qualification Rights Agreement, dated as of April 1, 2008, between AbitibiBowater Inc. and Fairfax Financial Holdings Limited (incorporated by reference to the Current Report on Form 8-K of AbitibiBowater filed with the Commission on April 7, 2008). |
24
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/ Paul Rivett | |||
Name: | Paul Rivett | |||
Title: | Vice President | |||
TIG INSURANCE COMPANY |
||||
By: | /s/ William J. Gillett | |||
Name: | William J. Gillett | |||
Title: | President | |||
THE NORTH RIVER INSURANCE COMPANY |
||||
By: | /s/ Paul Bassaline | |||
Name: | Paul Bassaline | |||
Title: | Vice President | |||
ODYSSEY RE HOLDINGS CORP. |
||||
By: | /s/ Donald L. Smith | |||
Name: | Donald L. Smith | |||
Title: | Senior Vice President |
ODYSSEY AMERICA REINSURANCE CORPORATION |
||||
By: | /s/ Donald L. Smith | |||
Name: | Donald L. Smith | |||
Title: | Senior Vice President | |||
NORTHBRIDGE FINANCIAL CORPORATION. |
||||
By: | /s/ Craig Pinnock | |||
Name: | Craig Pinnock | |||
Title: | Chief Financial Officer | |||
MARKEL INSURANCE COMPANY OF CANADA |
||||
By: | /s/ Craig Pinnock | |||
Name: | Craig Pinnock | |||
Title: | Director | |||
COMMONWEALTH INSURANCE COMPANY |
||||
By: | /s/ Craig Pinnock | |||
Name: | Craig Pinnock | |||
Title: | Director |
FEDERATED INSURANCE COMPANY OF CANADA |
||||
By: | /s/ Craig Pinnock | |||
Name: | Craig Pinnock | |||
Title: | Director | |||
LOMBARD GENERAL INSURANCE COMPANY OF CANADA |
||||
By: | /s/ Craig Pinnock | |||
Name: | Craig Pinnock | |||
Title: | Director | |||
LOMBARD INSURANCE COMPANY |
||||
By: | /s/ Craig Pinnock | |||
Name: | Craig Pinnock | |||
Title: | Director |
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 TIG Insurance Company | |
F
|
Directors and Executive Officers of The North River Insurance Company | |
G
|
Directors and Executive Officers of Odyssey Re Holdings Corp. | |
H
|
Directors and Executive Officers of Odyssey America Reinsurance Corporation | |
I
|
Directors and Executive Officers of Northbridge Financial Corporation | |
J
|
Directors and Executive Officers of Markel Insurance Company of Canada | |
K
|
Directors and Executive Officers of Commonwealth Insurance Company | |
L
|
Directors and Executive Officers of Federated Insurance Company of Canada | |
M
|
Directors and Executive Officers of Lombard General Insurance Company of Canada | |
N
|
Directors and Executive Officers of Lombard Insurance Company |
29
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 (President and Director) |
Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 |
Canadian | ||
Eric P. Salsberg (Assistant Secretary and Director) |
Vice President, Corporate Affairs, Fairfax Financial Holdings Limited |
Canadian |
30
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 (President and Director) |
Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 |
Canadian | ||
Eric P. Salsberg (Assistant Secretary and Director) |
Vice President, Corporate Affairs, Fairfax Financial Holdings Limited |
Canadian |
31
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 (President and Director) |
Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 |
Canadian | ||
Eric P. Salsberg (Assistant Secretary and Director) |
Vice President, Corporate Affairs, Fairfax Financial Holdings Limited |
Canadian |
32
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 Chief |
Fairfax Financial Holdings Limited | |||
Executive Officer) |
95 Wellington Street West | |||
Suite 800 | ||||
Toronto, Ontario M5J 2N7 | ||||
Anthony Griffiths |
Independent Business Consultant | Canadian | ||
(Director) |
Toronto, Ontario, Canada | |||
Robert Gunn |
Independent Business Consultant | Canadian | ||
(Director) |
Toronto, Ontario, Canada | |||
David Johnston |
President and Vice-Chancellor, | Canadian | ||
(Director) |
University of Waterloo | |||
St. Clements, Ontario, Canada | ||||
Brandon W. Sweitzer |
Senior Advisor to the President of | United States | ||
(Director) |
the Chamber of Commerce of The United States | |||
1615 H Street, NW | ||||
Washington, DC 20062 | ||||
Paul Murray |
President, Pine Smoke Investments | Canadian | ||
(Director) |
Toronto, Ontario Canada | |||
Greg Taylor |
Vice President and Chief | Canadian | ||
(Vice President and |
Financial Officer, | |||
Chief Financial Officer) |
Fairfax Financial Holdings Limited | |||
Eric P. Salsberg |
Vice President, Corporate Affairs, | Canadian | ||
(Vice President, |
Fairfax Financial Holdings Limited | |||
Corporate Affairs) |
||||
Paul Rivett |
Vice President, Chief Legal Officer, | Canadian | ||
(Vice President, |
Fairfax Financial Holdings Limited | |||
Chief Legal
Officer) |
33
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 | ||
Bradley P. Martin |
Vice President, Chief Operating | Canadian | ||
(Vice President, Chief Operating |
Officer and Corporate Secretary, | |||
Officer and
Corporate
Secretary) |
Fairfax Financial Holdings Limited |
34
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 Director) |
Chairman, Chief Executive
Officer and Director, TIG Insurance Company c/o Riverstone Resources LLC 250 Commercial St. Suite 5000 Manchester, New Hampshire 03101 |
United States | ||
William J. Gillett (President and Director) |
President and Director, TIG Insurance Company |
United States | ||
Charles G. Ehrlich (Senior Vice President and Director) |
Senior Vice President, Secretary
and General Counsel, Riverstone Claims Management LLC 250 Commercial Street, Suite 5000 Manchester, NH 03101 |
United States | ||
John M. Parker (Senior Vice President and Director) |
Senior Vice President, TIG Insurance Company |
United States | ||
Richard F. Coerver IV (Senior Vice President, Chief Financial Officer and Director) |
Senior Vice President, Chief
Financial Officer and Director, TIG Insurance Company |
United States | ||
Frank DeMaria (Senior Vice President and Director) |
Senior Vice President, TIG Insurance Company |
United States |
35
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 | ||
Douglas M. Libby (Chief Executive Officer and Chairman) |
President and Chief Executive Officer, Crum & Forster Holdings Corp. and various other insurance subsidiaries, 305 Madison Avenue Morristown, NJ 07962 |
United States | ||
Joseph F. Braunstein,
Jr. (President, Chief Operating Officer and Director) |
Vice Chairman, Crum & Forster Holdings Corp. and various other insurance subsidiaries, 305 Madison Avenue Morristown, NJ 07962 |
United States | ||
Mary Jane Robertson (Executive Vice President, Chief Financial Officer, Treasurer and Director) |
Executive Vice President, Chief
Financial Officer and Treasurer, Crum & Forster Holdings Corp. and various other insurance subsidiaries, 305 Madison Avenue Morristown, NJ 07962 |
United States | ||
Dennis J. Hammer (Senior Vice President and Controller) |
Senior Vice President and Controller, United States Fire Insurance Company, 305 Madison Avenue Morristown, NJ 07962 |
United States |
36
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) |
Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 |
Canadian | ||
James F. Dowd (Vice Chairman) |
President and Chief Executive Officer, Fairfax Inc. 305 Madison Avenue Morristown, NJ 07962 |
United States | ||
Andrew Barnard (President, Chief Executive Officer and Director) |
President, Chief Executive Officer, and
Director Odyssey Re Holdings Corp. 300 First Stamford Place, Stamford, Connecticut 06902 |
United States | ||
Michael G. Wacek (Executive Vice President) |
Executive Vice President, Odyssey Re Holdings Corp. |
United States | ||
R. Scott Donovan (Executive Vice President and Chief Financial Officer) |
Executive Vice President and Chief
Financial Officer, Odyssey Re Holdings Corp. |
United States | ||
Anthony J. Narciso,
Jr. (Senior Vice President and Controller) |
Senior Vice President and Controller, Odyssey Re Holdings Corp. |
United States | ||
Donald L. Smith (Senior Vice President, General Counsel and Corporate Secretary) |
Senior Vice President, General Counsel and Corporate Secretary, Odyssey Re Holdings Corp. |
United States |
37
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 | ||
Peter M. Bennett (Director) |
Deputy Chairman, Aon Re Canada 150 King Street West Suite 1900 Toronto, Ontario M5H 1J9 |
Canadian | ||
Anthony F. Griffiths (Director) |
Independent Consultant and Corporate
Director, 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 |
Canadian | ||
Patrick W. Kenny (Director) |
President and Chief Executive Officer, International Insurance Society 101 Murray Street New York, NY 10007 |
United States | ||
Brandon W. Sweitzer (Director) |
Senior Advisor to the President of the
Chamber of Commerce of the United
States 1615 H Street, NW Washington, DC 20062 |
United States | ||
Bradley P. Martin (Director) |
Vice President, Chief Operating Officer
and Corporate Secretary, Fairfax Financial Holdings Limited |
Canadian | ||
Paul M. Wolff (Director) |
Partner, Williams & Connolly LLP 725 Twelfth St., N.W. Washington, D.C. 20005 |
United States |
38
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 | ||
Andrew A. Barnard (Chairman, Chief Executive Officer and Director) |
President, Chief Executive Officer,
and Director Odyssey Re Holdings Corp. 300 First Stamford Place, Stamford, Connecticut 06902 |
United States | ||
Michael G. Wacek (President and Director) |
Executive Vice President, Odyssey Re Holdings Corp. |
United States | ||
R. Scott Donovan (Executive Vice President, Chief Financial Officer and Director) |
Executive Vice President and Chief
Financial Officer, Odyssey Re Holdings Corp. |
United States | ||
James E. Migliorini (Executive Vice President and Director) |
Executive Vice President, Odyssey America Reinsurance Corporation |
United States | ||
Donald L. Smith (Executive Vice President and General Counsel and Director) |
Senior Vice President, General Counsel
and Corporate Secretary, Odyssey Re Holdings Corp. |
United States | ||
Brian D. Young (Executive Vice President and Director) |
Executive Vice President, Odyssey America Reinsurance Corporation |
United States |
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) |
Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 |
Canadian | ||
Mark J. Ram (President and Chief Executive Officer, Director) |
President and Chief Executive Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Craig Pinnock (Chief Financial Officer) |
Chief Financial Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Ron D. Barbaro (Director) |
Independent Consultant and Corporate Director, 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Anthony F. Griffiths (Director) |
Independent Consultant and Corporate Director, Toronto, Ontario, Canada |
Canadian | ||
Robert J. Gunn (Director) |
Independent Business Consultant and Corporate
Director Toronto, Ontario, Canada |
Canadian |
40
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 | ||
Bradley P. Martin (Director) |
Vice President, Chief Operating Officer and
Corporate Secretary, Fairfax Financial Holdings Limited |
Canadian | ||
Bryan S. Smith (Director) |
Independent Business Consultant and Corporate
Director 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Robert S. Weiss (Director) |
Independent Business Consultant and Corporate
Director 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian |
41
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 | ||
Mark J. Ram (Chair) |
President and Chief Executive Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Silvy Wright (President and Director) |
President, Markel Insurance Company of Canada 55 University Avenue Suite 1500 Toronto, Ontario M5J 2H7 |
Canadian | ||
Lori McDougall (Chief Financial Officer and Director) |
Chief Financial Officer, Markel Insurance Company of Canada 55 University Avenue Suite 1500 Toronto, Ontario M5J 2H7 |
Canadian | ||
Bryan S. Smith (Director) |
Independent Business Consultant and Corporate
Director 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Craig Pinnock (Director) |
Chief Financial Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Robert J. Gunn (Director) |
Independent Business Consultant and Corporate
Director Toronto, Ontario, Canada |
Canadian |
42
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 | ||
Robert S. Weiss (Director) |
Independent Business Consultant and Corporate
Director 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian |
43
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 | ||
Mark J. Ram (Chair) |
President and Chief Executive Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Craig Hurford (Vice Chair) |
Vice Chair, Commonwealth Insurance Company 595 Burrard Street Suite 1500, Box 49115 Bentall Tower III, Vancouver, BC V7X 1G4 |
Canadian | ||
Tim Ius (President and Director) |
President, Commonwealth Insurance Company 595 Burrard Street Suite 1500, Box 49115 Bentall Tower III, Vancouver, BC V7X 1G4 |
Canadian | ||
Noel Philips (Chief Financial Officer and Director) |
Chief Financial Officer, Commonwealth Insurance Company 595 Burrard Street Suite 1500, Box 49115 Bentall Tower III, Vancouver, BC V7X 1G4 |
Canadian | ||
Bryan S. Smith (Director) |
Independent Business Consultant and Corporate
Director 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Craig Pinnock (Director) |
Chief Financial Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian |
44
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 | ||
Robert J. Gunn (Director) |
Independent Business Consultant and Corporate
Director Toronto, Ontario, Canada |
Canadian | ||
Robert S. Weiss (Director) |
Independent Business Consultant and Corporate
Director 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian |
45
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 | ||
Mark J. Ram (Chair) |
President and Chief Executive Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
John Paisley (President and Director) |
President, Federated Insurance Company of Canada 717 Portage Avenue Winnipeg, Manitoba R3C 3C9 |
Canadian | ||
Rick Hurlin (Chief Financial Officer and Director) |
Chief Financial Officer, Federated Insurance Company of Canada 717 Portage Avenue Winnipeg, Manitoba R3C 3C9 |
Canadian | ||
Bryan S. Smith (Director) |
Independent Business Consultant and Corporate
Director 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Craig Pinnock (Director) |
Chief Financial Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Robert J. Gunn (Director) |
Independent Business Consultant and Corporate
Director Toronto, Ontario, Canada |
Canadian |
46
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 | ||
Robert S. Weiss (Director) |
Independent Business Consultant and Corporate
Director 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian |
47
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 | ||
Mark J. Ram (Chair) |
President and Chief Executive Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Richard Patina (President and Director) |
President, Lombard General Insurance Company of Canada 105 Adelaide Street West 3rd Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Jane Gardiner-Robinson (Chief Financial Officer and Director) |
Chief Financial Officer, Lombard General Insurance Company of Canada 105 Adelaide Street West 3rd Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Bryan S. Smith (Director) |
Independent Business Consultant and Corporate
Director 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Craig Pinnock (Director) |
Chief Financial Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian |
48
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 | ||
Robert J. Gunn (Director) |
Independent Business Consultant and Corporate
Director Toronto, Ontario, Canada |
Canadian | ||
Robert S. Weiss (Director) |
Independent Business Consultant and Corporate
Director 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian |
49
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 | ||
Mark J. Ram (Chair) |
President and Chief Executive Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Richard Patina (President and Director) |
President, Lombard General Insurance Company of Canada 105 Adelaide Street West 3rd Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Jane Gardiner-Robinson (Chief Financial Officer and Director) |
Chief Financial Officer, Lombard General Insurance Company of Canada 105 Adelaide Street West 3rd Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Bryan S. Smith (Director) |
Independent Business Consultant and Corporate
Director 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Craig Pinnock (Director) |
Chief Financial Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian |
50
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 | ||
Robert J. Gunn (Director) |
Independent Business Consultant and Corporate
Director Toronto, Ontario, Canada |
Canadian | ||
Robert S. Weiss (Director) |
Independent Business Consultant and Corporate Director 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian |
51
Exhibit No. | Description | |
Ex. 1 | Joint filing agreement
dated as of April 11, 2008
among V. Prem Watsa,
1109519 Ontario Limited,
The Sixty Two Investment
Company Limited, 810679
Ontario Limited, Fairfax
Financial Holdings
Limited, TIG Insurance
Company, The North River
Insurance Company, Odyssey
Re Holdings Corp., Odyssey
America Reinsurance
Corporation, Northbridge
Financial Corporation,
Markel Insurance Company
of Canada, Commonwealth
Insurance Company,
Federated Insurance
Company of Canada, Lombard
General Insurance Company
of Canada, and Lombard
Insurance Company. |
|
Ex. 2 | Purchase Agreement, dated
as of March 24, 2008,
between AbitibiBowater
Inc. and Fairfax Financial
Holdings Limited
(incorporated by reference
to the Current Report on
Form 8-K of AbitibiBowater
filed with the Commission
on March 28, 2008). |
|
Ex. 3 | Indenture (including a
form of Note), dated as of
April 1, 2008, among
AbitibiBowater Inc., as
Issuer, Bowater
Incorporated, as
Guarantor, and The Bank of
New York Trust Company,
N.A., as Trustee
(incorporated by reference
to the Current Report on
Form 8-K of AbitibiBowater
filed with the Commission
on April 7, 2008). |
|
Ex. 4 | Registration and
Qualification Rights
Agreement, dated as of
April 1, 2008, between
AbitibiBowater Inc. and
Fairfax Financial Holdings
Limited (incorporated by
reference to the Current
Report on Form 8-K of
AbitibiBowater filed with
the Commission on April 7,
2008). |
52