SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 10 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)
(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 -
Christopher J. Cummings
Adam M. Givertz
Shearman & Sterling LLP
Commerce Court West
199 Bay Street, Suite 4405
Toronto, Ontario M5L 1E8
Telephone (416) 360-8484
(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 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).
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CUSIP No.
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67612W108
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13D
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Page
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2
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of
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34
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Pages
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(1)
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NAME OF REPORTING PERSON
V. Prem Watsa
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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(3)
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SEC USE ONLY
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(4)
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SOURCE OF FUNDS
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OO
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(5)
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
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o
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(6)
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Canada
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(7)
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SOLE VOTING POWER
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NUMBER OF
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SHARES
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(8)
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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42,399,400
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EACH
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(9)
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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WITH
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(10)
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SHARED DISPOSITIVE POWER
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42,399,400
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(11)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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42,399,400
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(12)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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(13)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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72.6
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(14)
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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2
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CUSIP No.
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67612W108
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13D
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Page
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3
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of
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34
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Pages
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(1)
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NAME OF REPORTING PERSON
1109519 ONTARIO LIMITED
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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(3)
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SEC USE ONLY
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(4)
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SOURCE OF FUNDS
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OO
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(5)
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
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o
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(6)
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Ontario, Canada
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(7)
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SOLE VOTING POWER
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NUMBER OF
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SHARES
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(8)
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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42,399,400
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EACH
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(9)
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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WITH
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(10)
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SHARED DISPOSITIVE POWER
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42,399,400
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(11)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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42,399,400
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(12)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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(13)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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72.6
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(14)
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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3
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CUSIP No.
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67612W108
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13D
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Page
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4
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of
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34
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Pages
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(1)
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NAME OF REPORTING PERSON
THE SIXTY TWO INVESTMENT COMPANY LIMITED
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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(3)
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SEC USE ONLY
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(4)
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SOURCE OF FUNDS
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OO
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(5)
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
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o
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(6)
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CITIZENSHIP OR PLACE OF ORGANIZATION
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British Columbia
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(7)
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SOLE VOTING POWER
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NUMBER OF
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SHARES
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(8)
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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42,399,400
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EACH
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(9)
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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WITH
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(10)
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SHARED DISPOSITIVE POWER
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42,399,400
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(11)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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42,399,400
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(12)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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(13)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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72.6
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(14)
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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4
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CUSIP No.
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67612W108
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13D
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Page
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5
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of
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34
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Pages
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(1)
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NAME OF REPORTING PERSON
810679 ONTARIO LIMITED
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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(3)
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SEC USE ONLY
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(4)
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SOURCE OF FUNDS
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OO
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(5)
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
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o
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(6)
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Ontario, Canada
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(7)
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SOLE VOTING POWER
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NUMBER OF
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SHARES
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(8)
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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42,399,400
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EACH
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(9)
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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WITH
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(10)
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SHARED DISPOSITIVE POWER
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42,399,400
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(11)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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42,399,400
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(12)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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(13)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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72.6
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(14)
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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5
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CUSIP No.
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67612W108
|
13D
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Page
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6
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of
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34
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Pages
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(1)
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NAME OF REPORTING PERSON
FAIRFAX FINANCIAL HOLDINGS LIMITED
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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(3)
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SEC USE ONLY
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(4)
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SOURCE OF FUNDS
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OO
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(5)
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
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o
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(6)
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Canada
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(7)
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SOLE VOTING POWER
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NUMBER OF
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SHARES
|
(8)
|
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SHARED VOTING POWER
|
BENEFICIALLY
|
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OWNED BY
|
|
42,399,400
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EACH
|
(9)
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SOLE DISPOSITIVE POWER
|
REPORTING
|
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PERSON
|
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WITH
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(10)
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SHARED DISPOSITIVE POWER
|
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42,399,400
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|
(11)
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
42,399,400
|
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(12)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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|
o
|
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|
(13)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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72.6
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(14)
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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6
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CUSIP No.
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67612W108
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13D
|
Page
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7
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of
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34
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Pages
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(1)
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NAME OF REPORTING PERSON
FFHL GROUP LTD.
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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(3)
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SEC USE ONLY
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(4)
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SOURCE OF FUNDS
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OO
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(5)
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
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o
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(6)
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Canada
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(7)
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SOLE VOTING POWER
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NUMBER OF
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SHARES
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(8)
|
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SHARED VOTING POWER
|
BENEFICIALLY
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OWNED BY
|
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42,224,400
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EACH
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(9)
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SOLE DISPOSITIVE POWER
|
REPORTING
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PERSON
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WITH
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(10)
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SHARED DISPOSITIVE POWER
|
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42,224,400
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(11)
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
42,224,400
|
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(12)
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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|
o
|
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(13)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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|
72.3
|
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(14)
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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7
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CUSIP No.
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67612W108
|
13D
|
Page
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8
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of
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34
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Pages
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(1)
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NAME OF REPORTING PERSON
FAIRFAX INC.
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
|
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(b)
þ
|
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(3)
|
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SEC USE ONLY
|
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(4)
|
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SOURCE OF FUNDS
|
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|
|
OO
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(5)
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
|
|
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|
o
|
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(6)
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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Wyoming
|
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(7)
|
|
SOLE VOTING POWER
|
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|
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NUMBER OF
|
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|
|
SHARES
|
(8)
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
42,224,400
|
|
|
|
|
EACH
|
(9)
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
|
|
|
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WITH
|
(10)
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
42,224,400
|
|
|
|
(11)
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
42,224,400
|
|
|
|
(12)
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
(13)
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
72.3
|
|
|
|
(14)
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
8
|
|
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|
CUSIP No.
|
|
67612W108
|
13D
|
Page
|
|
9
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of
|
|
34
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Pages
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|
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|
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(1)
|
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NAME OF REPORTING PERSON
TIG HOLDINGS, INC.
|
|
|
|
|
|
|
(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 ITEM 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
|
|
40,833,333
|
|
|
|
|
EACH
|
(9)
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
|
|
|
|
WITH
|
(10)
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
40,833,333
|
|
|
|
(11)
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
40,833,333
|
|
|
|
(12)
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
(13)
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
69.9
|
|
|
|
(14)
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
9
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
|
|
67612W108
|
13D
|
Page
|
|
10
|
|
of
|
|
34
|
Pages
|
|
|
|
|
|
|
(1)
|
|
NAME OF REPORTING PERSON
TIG INSURANCE GROUP, INC.
|
|
|
|
|
|
|
(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 ITEM 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
|
|
40,833,333
|
|
|
|
|
EACH
|
(9)
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
|
|
|
|
WITH
|
(10)
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
40,833,333
|
|
|
|
(11)
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
40,833,333
|
|
|
|
(12)
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
(13)
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
69.9
|
|
|
|
(14)
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
10
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
|
|
67612W108
|
13D
|
Page
|
|
11
|
|
of
|
|
34
|
Pages
|
|
|
|
|
|
|
(1)
|
|
NAME OF REPORTING PERSON
TIG 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 ITEM 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
|
|
10,833,508
|
|
|
|
|
EACH
|
(9)
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
|
|
|
|
WITH
|
(10)
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
10,833,508
|
|
|
|
(11)
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
10,833,508
|
|
|
|
(12)
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
(13)
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
18.5
|
|
|
|
(14)
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
11
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
|
|
67612W108
|
13D
|
Page
|
|
12
|
|
of
|
|
34
|
Pages
|
|
|
|
|
|
|
(1)
|
|
NAME OF REPORTING PERSON
ORH HOLDINGS INC.
|
|
|
|
|
|
|
(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 ITEM 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
|
|
6,166,667
|
|
|
|
|
EACH
|
(9)
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
|
|
|
|
WITH
|
(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)
|
|
|
|
o
|
|
|
|
(13)
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
10.6
|
|
|
|
(14)
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
12
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
|
|
67612W108
|
13D
|
Page
|
|
13
|
|
of
|
|
34
|
Pages
|
|
|
|
|
|
|
(1)
|
|
NAME OF REPORTING PERSON
UNITED STATES FIRE 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 ITEM 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
|
|
4,955,009
|
|
|
|
|
EACH
|
(9)
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
|
|
|
|
WITH
|
(10)
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
4,955,009
|
|
|
|
(11)
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
4,955,009
|
|
|
|
(12)
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
(13)
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
8.5
|
|
|
|
(14)
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
13
This Amendment No. 10 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, Inc., TIG Insurance Company, and ORH
Holdings Inc., as amended by Amendment No. 1 thereto filed on March 7, 2003, by Amendment No. 2
thereto filed on November 23, 2004, by Amendment No. 3 thereto filed on October 12, 2005, by
Amendment No. 4 thereto filed on December 27, 2005, by Amendment No. 5 thereto filed on February
28, 2006, by Amendment No. 6 thereto filed on August 21, 2006, by Amendment No. 7 thereto filed on
November 17, 2006, by Amendment No. 8 thereto filed on December 8, 2006, and by Amendment No. 9
thereto filed on December 20, 2006 (such schedule, as amended, the Schedule 13D) in relation to
shares of common stock (Shares), par value $0.01 per share, of Odyssey Re Holdings Corp.
(OdysseyRe).
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.
Amendment No. 2 to the Schedule 13D related to the purchase (the 2004 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.
Amendment No. 3 to the Schedule 13D related to the purchase (the 2005 Purchase) by a
subsidiary of Fairfax of 3,100,000 Shares in Odyssey Re Holdings Corp.s underwritten public
offering of 4,100,000 Shares made pursuant to Odyssey Re Holdings Corp.s prospectus supplement
dated October 6, 2005, filed with the Securities and Exchange Commission on October 7, 2005.
Amendment No. 4 to the Schedule 13D related to the transfer (the 2005 Transfer) by TIG
Insurance Company, a wholly-owned subsidiary of Fairfax, of 7,744,125 Shares to TIG Insurance
Group, Inc., another wholly-owned subsidiary of Fairfax, in exchange for all of the issued and
outstanding shares of common stock of Fairmont Specialty Group, Inc., another wholly-owned
subsidiary of Fairfax.
Amendment No. 5 to the Schedule 13D related to the purchase (the Purchase) by Fairfax Inc.,
a wholly-owned subsidiary of Fairfax, of 1,000,000 Shares from TIG Insurance Company, another
wholly-owned subsidiary of Fairfax.
Amendment No. 6 to the Schedule 13D related to the purchase and cancellation by a subsidiary
of Fairfax of $23,480,000 aggregate principal amount of New Exchangeable Notes.
14
Amendment No. 7 to the Schedule 13D related to (i) a registered underwritten public offering
of 9,000,000 Shares by certain subsidiaries of Fairfax and (ii) the delivery, on November 16, 2006,
of 2,900,000 Shares by Fairfax Financial (US) LLC (Fairfax LLC) to the holder of the outstanding
New Exchangeable Notes in exchange for such New Exchangeable Notes, following the exercise,
pursuant to the terms of the New Exchangeable Notes, by such holder of its right to exchange such
New Exchangeable Notes for such Shares.
Amendment No. 8 to the Schedule 13D related to the sale by Fairfax Inc. and ORH Holdings Inc.
of an aggregate of 9,000,000 Shares in a registered underwritten public offering, pursuant to a
prospectus dated December 4, 2006, filed with the Securities and Exchange Commission on December 5,
2006. The sale (the 2006 Secondary Offering) closed on December 8, 2006.
Amendment No. 9 to the Schedule 13D related to the sale by Fairfax Inc. of 1,165,000 Shares
pursuant to the exercise by the underwriters of their over-allotment option to purchase from
Fairfax Inc. an additional 1,165,000 Shares in connection with the 2006 Secondary Offering.
This Amendment No. 10 to the Schedule 13D relates to Fairfaxs proposal to acquire all of the
outstanding Shares.
The following amendments to Items 3, 4, 5 and 7 of the Schedule 13D are hereby made.
Item 3.
Source and Amount of Funds or Other Consideration.
Fairfax intends to issue equity securities under its shelf registration statement on Form
F-10, the proceeds of which would be used to fund the acquisition of all of the Shares that the
Reporting persons do not currently beneficially own.
Item 4.
Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended in its entirety to read as follows:
On September 4, 2009, Fairfax issued a press release announcing that it is proposing to
acquire all of the outstanding Shares that the Reporting Persons do not currently beneficially own
for $60 per Share in cash (the Proposal).
A copy of the press release issued by Fairfax in connection with the Proposal is filed as
Exhibit 10.2 to this Schedule 13D, and is incorporated by reference into this Item 4.
The Proposal would result in one or more of the actions specified in clauses (a)-(j) of Item 4
of Schedule 13D, including the acquisition of additional securities of OdysseyRe, a merger or other
extraordinary transaction involving OdysseyRe, changes to OdysseyRes charter, by-laws or
instruments corresponding thereto, the delisting of the Shares from the New York Stock Exchange and
the Shares becoming eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act, and could result in a change to the present capitalization or dividend policy of
OdysseyRe,
15
The specific terms and conditions of the Proposal will be set forth in an offer to purchase,
merger agreement or other materials, any of which would be filed with the Securities and Exchange
Commission.
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 or K 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
approximately 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
|
|
|
13,092
|
|
Andrew A. Barnard
|
|
|
368,497
|
|
Anthony F. Griffiths
|
|
|
10,996
|
|
Brandon W. Sweitzer
|
|
|
7,986
|
|
Donald L. Smith
|
|
|
27,934
|
|
The Shares shown above for James F. Dowd, Andrew A. Barnard and Donald L. Smith include Shares acquired pursuant to OdysseyRes Employee Share Purchase Plan within the last 60 days.
(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.
16
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:
10.1
|
|
Joint filing agreement dated as of September 8, 2009 among V. Prem
Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company
Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited,
FFHL Group Limited, Fairfax Inc., TIG Holdings, Inc., TIG Insurance
Group, Inc., TIG Insurance Company, ORH Holdings Inc., and United
States Fire Insurance Company.
|
|
10.2
|
|
Fairfax Financial Holdings Limited, press release dated September 4,
2009.
|
17
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 8
th
day of September, 2009.
|
|
|
|
|
|
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
|
|
18
|
|
|
|
|
|
FAIRFAX FINANCIAL HOLDINGS LIMITED
|
|
|
By:
|
/s/ V. Prem Watsa
|
|
|
|
Name:
|
V. Prem Watsa
|
|
|
|
Title:
|
Chairman and Chief Executive Officer
|
|
|
|
FFHL GROUP LTD.
|
|
|
By:
|
/s/ V. Prem Watsa
|
|
|
|
Name:
|
V. Prem Watsa
|
|
|
|
Title:
|
Vice President
|
|
|
|
FAIRFAX INC.
|
|
|
By:
|
/s/ Bradley P. Martin
|
|
|
|
Name:
|
Bradley P. Martin
|
|
|
|
Title:
|
Corporate Secretary
|
|
|
|
TIG HOLDINGS, INC.
|
|
|
By:
|
/s/ John J. Bator
|
|
|
|
Name:
|
John J. Bator
|
|
|
|
Title:
|
Vice President, Chief Financial Officer and Treasurer
|
|
19
|
|
|
|
|
|
TIG INSURANCE GROUP, INC.
|
|
|
By:
|
/s/ John J. Bator
|
|
|
|
Name:
|
John J. Bator
|
|
|
|
Title:
|
Senior Vice President and Chief Financial Officer
|
|
|
|
TIG INSURANCE COMPANY
|
|
|
By:
|
/s/ John J. Bator
|
|
|
|
Name:
|
John J. Bator
|
|
|
|
Title:
|
Senior Vice President and Chief Financial Officer
|
|
|
|
ORH HOLDINGS INC.
|
|
|
By:
|
/s/ Bradley P. Martin
|
|
|
|
Name:
|
Bradley P. Martin
|
|
|
|
Title:
|
Vice President
|
|
|
|
UNITED STATES FIRE INSURANCE COMPANY
|
|
|
By:
|
/s/ Paul W. Bassaline
|
|
|
|
Name:
|
Paul W. Bassaline
|
|
|
|
Title:
|
Vice President
|
|
|
20
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
|
|
Directors and Executive Officers of TIG Holdings, Inc.
|
|
|
|
H
|
|
Directors and Executive Officers of TIG Insurance Group, Inc.
|
|
|
|
I
|
|
Directors and Executive Officers of TIG Insurance Company
|
|
|
|
J
|
|
Directors and Executive Officers of ORH Holdings Inc.
|
|
|
|
K
|
|
Directors and Executive Officers of United States Fire Insurance
Company
|
21
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,
|
|
Canadian
|
(Assistant Secretary and Director)
|
|
Fairfax Financial Holdings Limited
|
|
|
22
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,
|
|
Canadian
|
(Assistant Secretary and Director)
|
|
Fairfax Financial Holdings Limited
|
|
|
23
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,
|
|
Canadian
|
(Assistant Secretary and Director)
|
|
Fairfax Financial Holdings Limited
|
|
|
24
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
|
|
|
Name
|
|
which such employment is conducted
|
|
Citizenship
|
|
|
|
|
|
V. Prem Watsa
|
|
Chairman and Chief Executive Officer,
|
|
Canadian
|
(Chairman and Chief Executive Officer)
|
|
Fairfax Financial Holdings Limited
|
|
|
|
|
95 Wellington Street West
|
|
|
|
|
Suite 800
|
|
|
|
|
Toronto, Ontario M5J 2N7
|
|
|
|
|
|
|
|
Anthony F. Griffiths
|
|
Independent Business Consultant
|
|
Canadian
|
(Director)
|
|
Toronto, Ontario, Canada
|
|
|
|
|
|
|
|
Robert J. Gunn
|
|
Independent Business Consultant
|
|
Canadian
|
(Director)
|
|
Toronto, Ontario, Canada
|
|
|
|
|
|
|
|
Alan D. Horn
|
|
Chairman and Acting Chief Executive
|
|
Canadian
|
(Director)
|
|
Officer, Rogers Communications Inc.
|
|
|
|
|
333 Bloor Street East
|
|
|
|
|
Toronto, Ontario M4W 1G9
|
|
|
|
|
|
|
|
David L. Johnston
|
|
President and Vice-Chancellor and
|
|
Canadian
|
(Director)
|
|
Professor, University of Waterloo
|
|
|
|
|
200 University Avenue West
|
|
|
|
|
Waterloo, Ontario N2L 3G1
|
|
|
|
|
|
|
|
Brandon W. Sweitzer
|
|
Senior Fellow,
|
|
United States
|
(Director)
|
|
U.S. Chamber of Commerce
|
|
|
|
|
1615 H Street, NW
|
|
|
|
|
Washington, DC 20062
|
|
|
|
|
|
|
|
Bradley P. Martin
|
|
Vice President, Chief Operating Officer
|
|
Canadian
|
(Vice President, Chief Operating
|
|
and Corporate Secretary
|
|
|
Officer and Corporate Secretary)
|
|
Fairfax Financial Holdings Limited
|
|
|
|
|
|
|
|
Greg Taylor
(Vice President and Chief Financial Officer)
|
|
Vice President and Chief Financial Officer,
Fairfax Financial Holdings Limited
|
|
Canadian
|
|
|
|
|
|
Eric P. Salsberg
|
|
Vice President, Corporate Affairs,
|
|
Canadian
|
(Vice President, Corporate Affairs)
|
|
Fairfax Financial Holdings Limited
|
|
|
|
|
|
|
|
25
|
|
|
|
|
|
|
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
|
|
Paul Rivett
|
|
Vice President and Chief Legal Officer,
|
|
Canadian
|
(Vice President and Chief Legal
Officer)
|
|
Fairfax Financial Holdings Limited
|
|
|
26
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
|
|
|
Name
|
|
which such 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
(Vice President and Director)
|
|
Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited
|
|
Canadian
|
|
|
|
|
|
Bradley P. Martin
(Vice President and Secretary)
|
|
Vice President, Chief Operating Officer
and Corporate Secretary
Fairfax Financial Holdings Limited
|
|
Canadian
|
|
|
|
|
|
Ronald Schokking
(Vice President and Director)
|
|
Vice President, Finance,
Fairfax Financial Holdings Limited
|
|
Canadian
|
|
|
|
|
|
Paul Rivett
(Director)
|
|
Vice President and Chief Legal Officer,
Fairfax Financial Holdings Limited
|
|
Canadian
|
27
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
|
|
|
Name
|
|
which such 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
|
|
United States
|
(Chairman, President, Chief
|
|
Executive Officer, Fairfax Inc.
|
|
|
Executive Officer and Director)
|
|
300 First Stamford Place
|
|
|
|
|
Stamford, Connecticut 06902
|
|
|
|
|
|
|
|
John K. Cassil
|
|
Vice President and Treasurer
|
|
United States
|
(Vice President, Treasurer and Director)
|
|
Fairfax Inc.
|
|
|
|
|
|
|
|
Bradley P. Martin
|
|
Vice President, Chief Operating Officer
|
|
Canadian
|
(Corporate Secretary)
|
|
and Corporate Secretary
|
|
|
|
|
Fairfax Financial Holdings Limited
|
|
|
28
ANNEX G
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
|
|
|
Name
|
|
which such employment is conducted
|
|
Citizenship
|
|
|
|
|
|
V. Prem Watsa
(Chairman and Director)
|
|
Chairman and Chief Executive Officer,
Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7
|
|
Canadian
|
|
|
|
|
|
James F. Dowd
(President and Director)
|
|
Chairman, President and Chief
Executive Officer,
Fairfax Inc.
300 First Stamford Place
Stamford, Connecticut 06902
|
|
United States
|
|
|
|
|
|
Bradley P. Martin
(Director)
|
|
Vice President, Chief Operating
Officer
and Corporate Secretary
Fairfax Financial Holdings Limited
|
|
Canadian
|
|
|
|
|
|
Nicholas C. Bentley
(Director)
|
|
Chairman, President and Chief
Executive Officer,
TIG Insurance Company
c/o Riverstone Resources
250 Commercial St.
Suite 5000
Manchester, New Hampshire 03101
|
|
United Kingdom
|
|
|
|
|
|
John K. Cassil
(Director)
|
|
Vice President and Treasurer,
Fairfax Inc.
|
|
United States
|
|
|
|
|
|
John J. Bator
(Vice President, Chief
Financial
Officer and
Treasurer)
|
|
Senior Vice President and Chief
Financial Officer,
TIG Insurance Company
|
|
United States
|
29
ANNEX H
DIRECTORS AND EXECUTIVE OFFICERS OF
TIG INSURANCE GROUP, INC.
The following table sets forth certain information with respect to the directors and executive
officers of TIG Insurance Group, 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
|
|
|
|
|
|
John K. Cassil
(Chairman, Vice
President and Director)
|
|
Vice President and Treasurer
Fairfax Inc.
300 First Stamford Place
Stamford, Connecticut 06902
|
|
United States
|
|
|
|
|
|
James F. Dowd
(President and Director)
|
|
Chairman, President and Chief
Executive Officer,
Fairfax Inc.
|
|
United States
|
|
|
|
|
|
Nicholas C. Bentley
(Chief Executive
Officer and Director)
|
|
Chairman, President and Chief
Executive Officer,
TIG Insurance Company
c/o Riverstone Resources
250 Commercial St.
Suite 5000
Manchester, New Hampshire 03101
|
|
United Kingdom
|
|
|
|
|
|
Bradley P. Martin
(Director)
|
|
Vice President, Chief Operating
Officer and Corporate Secretary
Fairfax Financial Holdings Limited
|
|
Canadian
|
|
|
|
|
|
John J. Bator
(Senior Vice President
and
Chief Financial
Officer)
|
|
Senior Vice President and Chief
Financial Officer,
TIG Insurance Company
|
|
United States
|
|
|
|
|
|
Charles G. Ehrlich
(Senior Vice President
and Secretary)
|
|
Senior Vice President and Secretary
Riverstone Claims Management LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101
|
|
United States
|
30
ANNEX I
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
|
|
|
|
|
|
Nicholas C. Bentley
(Chairman,
President, Chief
Executive Officer
and Director)
|
|
Chairman, President and Chief
Executive Officer,
TIG Insurance Company
c/o Riverstone Resources
250 Commercial St.
Suite 5000
Manchester, New Hampshire 03101
|
|
United Kingdom
|
|
|
|
|
|
John J. Bator
(Senior Vice
President, Chief
Financial Officer
and Director)
|
|
Senior Vice President and Chief
Financial Officer,
TIG Insurance Company
|
|
United States
|
|
|
|
|
|
Frank DeMaria
(Senior Vice President, Director)
|
|
Senior Vice President,
TIG Insurance Company
|
|
United States
|
|
|
|
|
|
Charles G. Ehrlich
(Senior Vice
President, Secretary
and Director)
|
|
Senior Vice President and Secretary
Riverstone Claims Management LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101
|
|
United States
|
|
|
|
|
|
Richard J. Fabian
(Senior Vice
President and
Director)
|
|
Senior Vice President,
TIG Insurance Company
|
|
United States
|
|
|
|
|
|
John M. Parker
(Senior Vice
President and
Director)
|
|
Senior Vice President,
TIG Insurance Company
|
|
United States
|
31
ANNEX J
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
|
|
|
Name
|
|
which such 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, Chief Operating Officer
|
|
Canadian
|
(Vice President and Director)
|
|
and Corporate Secretary
|
|
|
|
|
Fairfax Financial Holdings Limited
|
|
|
|
|
|
|
|
Donald L. Smith (Director)
|
|
Senior Vice President, General
|
|
United States
|
|
|
Counsel and Corporate Secretary,
|
|
|
|
|
Odyssey Re Holdings Corp.
|
|
|
32
ANNEX K
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
|
|
|
Name
|
|
which such employment is conducted
|
|
Citizenship
|
|
|
|
|
|
Douglas M. Libby
(Chief Executive
Officer, President,
Chairman and
Director)
|
|
Chief Executive Officer and President,
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
|
|
United States
|
|
|
|
|
|
Dennis J. Hammer
(Senior Vice
President,
Controller and
Director)
|
|
Senior Vice President and Controller,
United States Fire Insurance Company
|
|
United States
|
33
Exhibit Index
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
10.1
|
|
Joint filing agreement
dated as of September 8,
2009 among V. Prem Watsa,
1109519 Ontario Limited,
The Sixty Two Investment
Company Limited, 810679
Ontario Limited, Fairfax
Financial Holdings
Limited, FFHL Group
Limited, Fairfax Inc., TIG
Holdings, Inc., TIG
Insurance Group, Inc., TIG
Insurance Company, ORH
Holdings Inc., and United
States Fire Insurance
Company.
|
|
|
|
10.2
|
|
Fairfax Financial Holdings
Limited, press release
dated September 4, 2009.
|
34
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