UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT
NO. 11 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)
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).
13D
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CUSIP No.
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67612W108
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Page
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2
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of
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34
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1
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NAMES 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 (SEE INSTRUCTIONS)
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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 (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 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
13D
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CUSIP No.
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67612W108
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Page
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3
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of
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34
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1
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NAMES 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 (SEE INSTRUCTIONS)
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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 (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
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 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
13D
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CUSIP No.
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67612W108
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Page
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4
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of
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34
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1
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NAMES 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 (SEE INSTRUCTIONS)
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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 (SEE INSTRUCTIONS)
|
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
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
|
|
|
|
12
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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|
|
o
|
|
|
|
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
13D
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CUSIP No.
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67612W108
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Page
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5
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of
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34
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1
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NAMES 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 (SEE INSTRUCTIONS)
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(a)
o
|
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(b)
þ
|
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|
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3
|
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SEC USE ONLY
|
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|
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4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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|
OO
|
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|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
Ontario, Canada
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
42,399,400
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
42,399,400
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
42,399,400
|
|
|
|
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)
|
|
|
|
72.6%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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|
CO
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5
13D
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CUSIP No.
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67612W108
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Page
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6
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of
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34
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1
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NAMES 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 (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
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SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
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|
OO
|
|
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|
5
|
|
CHECK 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
|
|
42,399,400
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
42,399,400
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
42,399,400
|
|
|
|
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)
|
|
|
|
72.6%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
6
13D
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CUSIP No.
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67612W108
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Page
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7
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of
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34
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1
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NAMES 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 (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK 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
|
|
42,224,400
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
42,224,400
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
42,224,400
|
|
|
|
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)
|
|
|
|
72.3%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
7
13D
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CUSIP No.
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67612W108
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Page
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8
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of
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34
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1
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NAMES OF REPORTING PERSON
FAIRFAX INC.
|
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|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Wyoming
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
42,224,400
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
42,224,400
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
42,224,400
|
|
|
|
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)
|
|
|
|
72.3%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
8
13D
|
|
|
|
|
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|
CUSIP No.
|
|
67612W108
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|
Page
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9
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of
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34
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1
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NAMES OF REPORTING PERSON
TIG HOLDINGS, INC.
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK 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
|
|
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 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
13D
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
|
|
67612W108
|
|
Page
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10
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of
|
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34
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|
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1
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NAMES OF REPORTING PERSON
TIG INSURANCE GROUP, INC.
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK 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
|
|
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 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
13D
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
|
|
67612W108
|
|
Page
|
|
11
|
|
of
|
|
34
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSON
TIG INSURANCE COMPANY
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK 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
|
|
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 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
13D
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
|
|
67612W108
|
|
Page
|
|
12
|
|
of
|
|
34
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSON
ORH HOLDINGS INC.
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK 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
|
|
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 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
13D
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
|
|
67612W108
|
|
Page
|
|
13
|
|
of
|
|
34
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSON
UNITED STATES FIRE INSURANCE COMPANY
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK 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
|
|
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 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. 11 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, by Amendment No. 9 thereto
filed on December 20, 2006, and by Amendment No. 10 thereto filed on September 8, 2009 (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.
Amendment No. 10 to the Schedule 13D related to Fairfaxs proposal to acquire all of the
outstanding Shares.
This Amendment No. 11 to the Schedule 13D relates to (i) the execution of an Agreement and
Plan of Merger by and among OdysseyRe, Fairfax and Fairfax Investments USA Corp., a Delaware
corporation and a wholly owned subsidiary of Fairfax, and (ii) the execution of a Stockholder
Support Agreement between Fairfax and Marshfield Associates, Inc.
The following amendments to Items 3, 4, 5, 6 and 7 of the Schedule 13D are hereby made.
|
|
|
Item 3.
|
|
Source and Amount of Funds or Other Consideration.
|
Item 3 of the Schedule 13D is hereby amended in its entirety to read as follows:
The total consideration to be paid in connection with the Offer described in Item 4 below is
estimated to be approximately $1.0 billion. Fairfax intends to use the $983.0 million net proceeds
from its previously completed public offering of its subordinate voting shares, together with
available cash on hand, to fully fund the Offer and subsequent merger.
|
|
|
Item 4.
|
|
Purpose of Transaction
|
Item 4 of the Schedule 13D is hereby amended in its entirety to read as follows:
On September 18, 2009, OdysseyRe, Fairfax, and Fairfax Investments USA Corp., a Delaware
corporation and a wholly owned subsidiary of Fairfax, entered into an Agreement and Plan of Merger
(the Merger Agreement), pursuant to which Fairfax will, as soon as practicable, commence a tender
offer to acquire all of the outstanding Shares that Fairfax does not currently own for $65 in cash
per Share (the Offer). On September 18, 2009, Fairfax and Marshfield Associates, Inc.
(Marshfield) entered into a Stockholder Support Agreement
15
(the Stockholder Support Agreement) pursuant to which Marshfield agreed, subject to certain
conditions, to tender all of the Shares over which it had management and control no later than five
business days after the commencement of the Offer. As of the close of market on September 17, 2009
(subject to orders not yet reported to Marshfield by the custodians holding Shares), Marshfield had
management and control over 2,739,247 Shares. Following the execution of the Merger Agreement and
the Stockholder Support Agreement, OdysseyRe and Fairfax issued a joint press release, a copy of
which is filed as Exhibit 11.2 to this Schedule 13D, and is incorporated by reference into this
Item 4. A copy of the Merger Agreement is filed as Exhibit 11.3 to this Schedule 13D, and is
incorporated by reference into this Item 4. A copy of the Stockholder Support Agreement is filed
as Exhibit 11.4 to this Schedule 13D, and is incorporated by reference into this Item 4. The
foregoing description of the Merger Agreement, the Stockholder Support Agreement, and the
transactions contemplated thereby does not purport to be complete and is subject to, and qualified
in its entirety by reference to, the full texts of Merger Agreement, the Stockholder Support
Agreement.
The Offer and the transactions contemplated by the Merger Agreement and the Stockholder
Support Agreement 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.
The specific terms and conditions of the Offer will be set forth in an offer to purchase and
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, K or L beneficially
owns, or during the last 60 days has acquired or disposed of, any Shares.
16
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
|
|
|
14,695
|
|
Andrew A. Barnard
|
|
|
412,715
|
|
Anthony F. Griffiths
|
|
|
10,996
|
|
Brandon W. Sweitzer
|
|
|
7,986
|
|
Donald L. Smith
|
|
|
27,223
|
|
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.
|
|
|
Item 6.
|
|
Contracts, Arrangements, Understandings or Relationships with respect to Securities of
the Issuer
|
The response to Item 4 above is hereby incorporated by reference in its entirety into this
Item 6.
|
|
|
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:
|
11.1
|
|
Joint filing agreement dated as of September 21, 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.
|
|
|
11.2
|
|
Fairfax Financial Holdings Limited and Odyssey Re Holdings Corp.,
joint press release dated September 18, 2009 (incorporated by
reference to the Schedule TO filed by Fairfax Financial Holdings
Limited on September 18, 2009).
|
17
|
11.3
|
|
Agreement and Plan of Merger, dated as of September 18, 2009, by and
among Odyssey Re Holdings Corp., Fairfax Financial Holdings Limited
and Fairfax Investments USA Corp. (incorporated by reference to
Exhibit 2.01 to the Form 8-K filed by Odyssey Re Holdings Corp. on
September 21, 2009).
|
|
|
11.4
|
|
Stockholder Support Agreement, dated as of September 18, 2009, among
Fairfax Financial Holdings Limited and Marshfield Associates, Inc.
|
18
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 22nd 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
|
|
19
|
|
|
|
|
|
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/ Eric Salsberg
|
|
|
|
Name:
|
Eric Salsberg
|
|
|
|
Title:
|
Vice President
|
|
|
|
TIG HOLDINGS, INC.
|
|
|
By:
|
/s/ John J. Bator
|
|
|
|
Name:
|
John J. Bator
|
|
|
|
Title:
|
Vice President, Chief Financial Officer and Treasurer
|
|
20
|
|
|
|
|
|
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/ Eric Salsberg
|
|
|
|
Name:
|
Eric Salsberg
|
|
|
|
Title:
|
Vice President
|
|
|
|
UNITED STATES FIRE INSURANCE COMPANY
|
|
|
By:
|
/s/ Paul W. Bassaline
|
|
|
|
Name:
|
Paul W. Bassaline
|
|
|
|
Title:
|
Vice President
|
|
|
21
Annex Index
|
|
|
Annex
|
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Description
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A
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Directors and Executive Officers of 1109519 Ontario Limited
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B
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Directors and Executive Officers of The Sixty Two Investment Company
Limited
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C
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Directors and Executive Officers of 810679 Ontario Limited
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D
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Directors and Executive Officers of Fairfax Financial Holdings
Limited
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E
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Directors and Executive Officers of FFHL Group Ltd.
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F
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Directors and Executive Officers of Fairfax Inc.
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G
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Directors and Executive Officers of TIG Holdings, Inc.
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H
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Directors and Executive Officers of TIG Insurance Group, Inc.
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I
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Directors and Executive Officers of TIG Insurance Company
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J
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Directors and Executive Officers of ORH Holdings Inc.
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K
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Directors and Executive Officers of United States Fire Insurance
Company
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22
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.
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Present Principal Occupation or
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Employment and the Name, Principal
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Business and Address of any
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Corporation or other Organization in
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Name
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which such employment is conducted
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Citizenship
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V. Prem Watsa
(President and Director)
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Chairman and Chief Executive Officer,
Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7
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Canadian
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Eric P. Salsberg
(Assistant Secretary
and Director)
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Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited
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Canadian
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23
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.
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Present Principal Occupation or
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Employment and the Name, Principal
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Business and Address of any
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Corporation or other Organization in
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Name
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which such employment is conducted
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Citizenship
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V. Prem Watsa
(President and Director)
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Chairman and Chief Executive Officer,
Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7
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Canadian
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Eric P. Salsberg
(Assistant Secretary
and Director)
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Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited
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Canadian
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24
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.
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Present Principal Occupation or
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Employment and the Name, Principal
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Business and Address of any
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Corporation or other Organization in
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Name
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which such employment is conducted
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Citizenship
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V. Prem Watsa
(President and Director)
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Chairman and Chief Executive Officer,
Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7
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Canadian
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Eric P. Salsberg
(Assistant Secretary
and Director)
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Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited
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Canadian
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25
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.
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Present Principal Occupation or
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Employment and the Name, Principal
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Business and Address of any
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Corporation or other Organization in
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Name
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which such employment is conducted
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Citizenship
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V. Prem Watsa
(Chairman and Chief
Executive Officer)
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Chairman and Chief Executive Officer,
Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7
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Canadian
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Anthony F. Griffiths
(Director)
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Independent Business Consultant
Toronto, Ontario, Canada
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Canadian
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Robert J. Gunn
(Director)
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Independent Business Consultant
Toronto, Ontario, Canada
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Canadian
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Alan D. Horn
(Director)
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Chairman and Acting Chief Executive
Officer, Rogers Communications Inc.
333 Bloor Street East
Toronto, Ontario M4W 1G9
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Canadian
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David L. Johnston
(Director)
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President and Vice-Chancellor and
Professor, University of Waterloo
200 University Avenue West
Waterloo, Ontario N2L 3G1
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Canadian
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Brandon W. Sweitzer
(Director)
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Senior Fellow,
U.S. Chamber of Commerce
1615 H Street, NW
Washington, DC 20062
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United States
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Bradley P. Martin
(Vice President,
Chief Operating
Officer and
Corporate
Secretary)
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Vice President, Chief Operating
Officer and Corporate Secretary
Fairfax Financial Holdings Limited
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Canadian
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Greg Taylor
(Vice President and
Chief Financial
Officer)
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Vice President and Chief Financial
Officer,
Fairfax Financial Holdings Limited
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Canadian
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26
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Present Principal Occupation or
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Employment and the Name, Principal
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Business and Address of any
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Corporation or other Organization in
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Name
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which such employment is conducted
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Citizenship
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Eric P. Salsberg
(Vice President,
Corporate Affairs)
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Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited
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Canadian
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Paul Rivett
(Vice President and
Chief Legal
Officer)
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Vice President and Chief Legal Officer,
Fairfax Financial Holdings Limited
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Canadian
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27
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.
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Present Principal Occupation or
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Employment and the Name, Principal
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Business and Address of any
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Corporation or other Organization in
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Name
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which such employment is conducted
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Citizenship
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V. Prem Watsa
(President and Director)
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Chairman and Chief Executive Officer,
Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7
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Canadian
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Eric P. Salsberg
(Vice President and Director)
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Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited
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Canadian
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Bradley P. Martin
(Vice President and Secretary)
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Vice President, Chief Operating
Officer and Corporate Secretary
Fairfax Financial Holdings Limited
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Canadian
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Ronald Schokking
(Vice President and Director)
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Vice President, Finance,
Fairfax Financial Holdings Limited
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Canadian
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Paul Rivett
(Director)
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Vice President and Chief Legal Officer,
Fairfax Financial Holdings Limited
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Canadian
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28
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.
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Present Principal Occupation or
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Employment and the Name,
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Principal Business and Address of
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any Corporation or other
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Organization in which such
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Name
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employment is conducted
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Citizenship
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Eric P. Salsberg
(Vice President and Director)
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Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7
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Canadian
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James F. Dowd
(Chairman, President, Chief
Executive Officer and
Director)
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Chairman, President and Chief
Executive Officer, Fairfax Inc.
300 First Stamford Place
Stamford, Connecticut 06902
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United States
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John K. Cassil
(Vice President, Treasurer
and Director)
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Vice President and Treasurer
Fairfax Inc.
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United States
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Bradley P. Martin
(Corporate Secretary)
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Vice President, Chief Operating
Officer and Corporate Secretary
Fairfax Financial Holdings Limited
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Canadian
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29
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.
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Present Principal Occupation or
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Employment and the Name, Principal
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Business and Address of any
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Corporation or other Organization in
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Name
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which such employment is conducted
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Citizenship
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V. Prem Watsa
(Chairman and Director)
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Chairman and Chief Executive Officer,
Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7
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Canadian
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James F. Dowd
(President and Director)
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Chairman, President and Chief
Executive Officer, Fairfax Inc.
300 First Stamford Place
Stamford, Connecticut 06902
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United States
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Bradley P. Martin
(Director)
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Vice President, Chief Operating
Officer and Corporate Secretary
Fairfax Financial Holdings Limited
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Canadian
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Nicholas C. Bentley
(Director)
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Chairman, President and Chief
Executive Officer,
TIG Insurance Company
c/o Riverstone Resources
250 Commercial St.
Suite 5000
Manchester, New Hampshire 03101
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United Kingdom
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John K. Cassil
(Director)
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Vice President and Treasurer,
Fairfax Inc.
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United States
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John J. Bator
(Vice President, Chief
Financial Officer and
Treasurer)
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Senior Vice President and Chief
Financial Officer,
TIG Insurance Company
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United States
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30
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.
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Present Principal Occupation or
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Employment and the Name, Principal
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Business and Address of any
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Corporation or other Organization
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in which such employment is
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Name
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conducted
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Citizenship
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John K. Cassil
(Chairman, Vice
President and Director)
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Vice President and Treasurer
Fairfax Inc.
300 First Stamford Place
Stamford, Connecticut 06902
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United States
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James F. Dowd
(President and Director)
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Chairman, President and Chief
Executive Officer, Fairfax Inc.
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United States
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Nicholas C. Bentley
(Chief Executive
Officer and Director)
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Chairman, President and Chief
Executive Officer,
TIG Insurance Company
c/o Riverstone Resources
250 Commercial St.
Suite 5000
Manchester, New Hampshire 03101
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United Kingdom
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Bradley P. Martin
(Director)
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Vice President, Chief Operating
Officer and Corporate Secretary
Fairfax Financial Holdings Limited
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Canadian
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John J. Bator
(Senior Vice President
and Chief Financial
Officer)
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Senior Vice President and Chief
Financial Officer,
TIG Insurance Company
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United States
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Charles G. Ehrlich
(Senior Vice President
and Secretary)
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Senior Vice President and Secretary,
Riverstone Claims Management LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101
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United States
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31
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.
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Present Principal Occupation or
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Employment and the Name, Principal
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Business and Address of any
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Corporation or other Organization
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in which such employment is
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Name
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conducted
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Citizenship
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Nicholas C. Bentley
(Chairman,
President, Chief
Executive Officer
and Director)
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Chairman, President and Chief
Executive Officer,
TIG Insurance Company
c/o Riverstone Resources
250 Commercial St.
Suite 5000
Manchester, New Hampshire 03101
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United Kingdom
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John J. Bator
(Senior Vice
President, Chief
Financial Officer
and Director)
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Senior Vice President and Chief
Financial Officer,
TIG Insurance Company
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United States
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Frank DeMaria
(Senior Vice
President, Director)
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Senior Vice President,
TIG Insurance Company
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United States
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Charles G. Ehrlich
(Senior Vice
President,
Secretary and
Director)
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Senior Vice President and Secretary,
Riverstone Claims Management LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101
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United States
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Richard J. Fabian
(Senior Vice
President and
Director)
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Senior Vice President,
TIG Insurance Company
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United States
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John M. Parker
(Senior Vice
President and
Director)
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Senior Vice President,
TIG Insurance Company
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United States
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32
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.
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Present Principal Occupation or
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Employment and the Name, Principal
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Business and Address of any
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Corporation or other Organization in
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Name
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which such employment is conducted
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Citizenship
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Andrew A. Barnard
(President)
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President and Chief Executive Officer,
Odyssey Re Holdings Corp.
300 First Stamford Place,
Stamford, Connecticut 06902
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United States
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Eric P. Salsberg
(Vice President and Director)
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Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario
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Canadian
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Bradley P. Martin
(Vice President and Director)
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Vice President, Chief Operating
Officer and Corporate Secretary
Fairfax Financial Holdings Limited
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Canadian
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Donald L. Smith
(Director)
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Senior Vice President, General
Counsel and Corporate Secretary,
Odyssey Re Holdings Corp.
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United States
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33
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.
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Present Principal Occupation or
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|
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Employment and the Name, Principal
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|
|
|
Business and Address of any
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Corporation or other Organization in
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Name
|
|
which such employment is conducted
|
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Citizenship
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Douglas M. Libby
(Chief Executive
Officer, President,
Chairman and
Director)
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Chief Executive Officer and President,
Crum & Forster Holdings Corp. and
various other insurance subsidiaries
305 Madison Avenue
Morristown, NJ 07962
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United States
|
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Mary Jane Robertson
(Executive Vice
President, Chief
Financial Officer,
Treasurer and
Director)
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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
|
34
Exhibit Index
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|
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Exhibit No.
|
|
Description
|
|
|
|
11.1
|
|
Joint filing agreement dated as of September 21, 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.
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|
|
|
11.2
|
|
Fairfax Financial Holdings Limited and Odyssey Re Holdings
Corp., joint press release dated September 18, 2009
(incorporated by reference to the Schedule TO filed by Fairfax
Financial Holdings Limited on September 18, 2009).
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|
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11.3
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|
Agreement and Plan of Merger, dated as of September 18, 2009,
by and among Odyssey Re Holdings Corp., Fairfax Financial
Holdings Limited and Fairfax Investments USA Corp.
(incorporated by reference to Exhibit 2.01 to the Form 8-K
filed by Odyssey Re Holdings Corp. on September 21, 2009).
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|
|
|
11.4
|
|
Stockholder Support Agreement, dated as of September 18, 2009,
among Fairfax Financial Holdings Limited and Marshfield
Associates, Inc.
|
35
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