-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NMcYr3SoMa/dwGWNLv6ZFsXaHzt20flEtcyj5CelvYGtGMsRFKh3GhspOhHZ0AO5 5+C8OHw5+W00KKW7CUW1UQ== 0000950144-01-509538.txt : 20020411 0000950144-01-509538.hdr.sgml : 20020411 ACCESSION NUMBER: 0000950144-01-509538 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011123 GROUP MEMBERS: 810679 ONTARIO LIMITED GROUP MEMBERS: CRUM & FORSTER HOLDINGS, INC. GROUP MEMBERS: FAIRFAX INC. GROUP MEMBERS: ODYSSEY AMERICA REINSURANCE CORPORATION GROUP MEMBERS: ODYSSEY RE GROUP LTD. GROUP MEMBERS: ODYSSEY RE HOLDINGS CORP. GROUP MEMBERS: ODYSSEY RE HOLDINGS LTD. GROUP MEMBERS: ODYSSEY REINSURANCE CORPORATION GROUP MEMBERS: THE NORTH RIVER INSURANCE COMPANY GROUP MEMBERS: THE SIXTY TWO INVESTMENT COMPANY LIMITED GROUP MEMBERS: TIG HOLDINGS, INC. GROUP MEMBERS: TIG INSURANCE COMPANY GROUP MEMBERS: TIG INSURANCE GROUP GROUP MEMBERS: UNITED STATES FIRE INSURANCE COMPANY GROUP MEMBERS: V. PREM WATSA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZENITH NATIONAL INSURANCE CORP CENTRAL INDEX KEY: 0000109261 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 952702776 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06570 FILM NUMBER: 1798553 BUSINESS ADDRESS: STREET 1: 21255 CALIFA ST CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 8187131000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FAIRFAX FINANCIAL HOLDINGS LTD/ CAN CENTRAL INDEX KEY: 0000915191 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 95 WELLINGTON ST WEST STREET 2: STE 800 CITY: TORONTO ONTARIO CANA STATE: A6 BUSINESS PHONE: 4163674941 MAIL ADDRESS: STREET 1: FAIRFAX FINANCIAL HOLDINGS LTD STREET 2: 95 WELLINGTON ST WEST STE 800 CITY: TORONTO ONTARIO CANA STATE: A6 FORMER COMPANY: FORMER CONFORMED NAME: FAIRFAX FINANCIAL HOLDINGS LTD DATE OF NAME CHANGE: 19931122 SC 13D/A 1 t29198a1sc13da.txt ZENITH NATIONAL INSURANCE CORP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Zenith National Insurance Corp. ------------------------------- (Name of Issuer) Common Stock, $1.00 Par Value ----------------------------- (Title of Class of Securities) 989390109 --------- (CUSIP Number) Eric P. Salsberg Vice President, Corporate Affairs Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario, Canada, M5J 2N7 Telephone: (416) 367-4941 ------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - With a copy to - Brice T. Voran Shearman & Sterling Commerce Court West 199 Bay Street, Suite 4405 Toronto, Ontario M5L 1E8 Telephone (416) 360-8484 November 21, 2001 ----------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule became of Rule 13d-1(b)(3) or (4), check the following box [ ]. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 989390109 PAGE 2 OF 61 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSON V. PREM WATSA - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CANADIAN - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 7,808,645 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 7,808,645 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,808,645 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- 2 CUSIP NO. 989390109 PAGE 3 OF 61 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSON THE SIXTY TWO INVESTMENT COMPANY LIMITED - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH COLUMBIA, CANADA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 7,808,645 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 7,808,645 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,808,645 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO and HC - -------------------------------------------------------------------------------- 3 CUSIP NO. 989390109 PAGE 4 OF 61 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSON 810679 ONTARIO LIMITED - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO, CANADA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 7,808,645 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 7,808,645 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,808,645 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO and HC - -------------------------------------------------------------------------------- 4 CUSIP NO. 989390109 PAGE 5 OF 61 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSON FAIRFAX FINANCIAL HOLDINGS LIMITED - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CANADA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 7,808,645 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 7,808,645 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,808,645 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO and HC - -------------------------------------------------------------------------------- 5 CUSIP NO. 989390109 PAGE 6 OF 61 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSON ODYSSEY RE HOLDINGS LTD. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CANADA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 7,808,645 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 7,808,645 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,808,645 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO and HC - -------------------------------------------------------------------------------- 6 CUSIP NO. 989390109 PAGE 7 OF 61 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSON ODYSSEY RE GROUP LTD. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CANADA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 7,808,645 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 7,808,645 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,808,645 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO and HC - -------------------------------------------------------------------------------- 7 CUSIP NO. 989390109 PAGE 8 OF 61 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSON FAIRFAX INC. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION WYOMING - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 7,808,645 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 7,808,645 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,808,645 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO and HC - -------------------------------------------------------------------------------- 8 CUSIP NO. 989390109 PAGE 9 OF 61 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSON TIG HOLDINGS, INC. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 4,501,423 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 4,501,423 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,501,423 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO and HC - -------------------------------------------------------------------------------- 9 CUSIP NO. 989390109 PAGE 10 OF 61 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSON TIG INSURANCE GROUP - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e). [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 4,501,423 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 4,501,423 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,501,423 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO and HC - -------------------------------------------------------------------------------- 10 CUSIP NO. 989390109 PAGE 11 OF 61 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSON TIG INSURANCE COMPANY - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e). [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 3,287,223 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 1,214,200 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 3,287,223 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 1,214,200 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,501,423 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO and IC - -------------------------------------------------------------------------------- 11 CUSIP NO. 989390109 PAGE 12 OF 61 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSON ODYSSEY RE HOLDINGS CORP. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e). [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 1,214,200 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 1,214,200 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,214,200 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO and HC - -------------------------------------------------------------------------------- 12 CUSIP NO. 989390109 PAGE 13 OF 61 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSON ODYSSEY AMERICA REINSURANCE CORPORATION - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e). [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CONNECTICUT - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 64,200 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 1,150,000 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 64,200 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 1,150,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,214,200 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO and IC - -------------------------------------------------------------------------------- 13 CUSIP NO. 989390109 PAGE 14 OF 61 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSON ODYSSEY REINSURANCE CORPORATION - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,150,000 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 1,150,000 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,150,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO and IC - -------------------------------------------------------------------------------- 14 CUSIP NO. 989390109 PAGE 15 OF 61 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSON CRUM & FORSTER HOLDINGS, INC. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 3,307,222 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 3,307,222 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,307,222 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO and HC - -------------------------------------------------------------------------------- 15 CUSIP NO. 989390109 PAGE 16 OF 61 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSON UNITED STATES FIRE INSURANCE COMPANY - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 3,287,222 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 3,287,222 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,287,222 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO and IC - -------------------------------------------------------------------------------- 16 CUSIP NO. 989390109 PAGE 17 OF 61 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSON THE NORTH RIVER INSURANCE COMPANY - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW JERSEY - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 20,000 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 20,000 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO and IC - -------------------------------------------------------------------------------- 17 This Amendment No. 1 amends the Statement on Schedule 13D filed with the Securities and Exchange Commission on July 6, 1999 by Fairfax Financial Holdings Limited ("Fairfax"), Hamblin Watsa Investment Counsel Ltd., The Sixty Two Investment Company Limited and V. Prem Watsa relating to the purchase of 6,574,445 shares (the "1999 Purchased Shares") of common stock, par value $1.00 per share (the "Common Stock") of Zenith National Insurance Corp., a Delaware insurance holding company ("Zenith"), pursuant to a Stock Purchase Agreement dated as of June 25, 1999 (the "Stock Purchase Agreement") between Fairfax and Reliance Insurance Company (such schedule, as amended, being the "Schedule 13D"). This Amendment No. 1 relates to the Stock Purchase Agreement dated as of November 21, 2001 (the "2001 Stock Purchase Agreement"), between Odyssey Reinsurance Corporation, a Delaware corporation (the "Purchaser"), and Zenith, providing for the purchase and sale (the "Transaction"), subject to the terms and conditions set forth in the 2001 Stock Purchase Agreement, of 1,000,000 shares (the "2001 Purchased Shares") of Common Stock of Zenith. The Transaction is expected by Fairfax to occur by the end of 2001 and is subject to various closing conditions, including the finalization of a reinsurance agreement between subsidiaries of Zenith and the Purchaser or an affiliate thereof. If the closing has not occurred on or before April 30, 2002, the 2001 Stock Purchase Agreement provides that either party may terminate the 2001 Stock Purchase Agreement. The 1999 Purchased Shares and the 2001 Purchased Shares are referred to collectively in this Schedule 13D as the "Shares". The following amendments to Items 2, 3, 4, 5, 6 and 7 of the Schedule 13D are hereby made. ITEM 2. IDENTITY AND BACKGROUND Item 2 of the Schedule 13D is hereby amended in its entirety to read as follows: "This statement is being jointly filed by the following persons (collectively, the "Reporting Persons"): 1. V. Prem Watsa, an individual, is a citizen of Canada. Mr. Watsa's business address is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7; 2. The Sixty Two Investment Company Limited ("Sixty Two"), a corporation incorporated under the laws of British Columbia, is controlled by V. Prem Watsa. The principal business of Sixty Two is as an investment holding company. The principal business address and principal office address of Sixty Two is 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia, Canada, V6C 3L3; 3. 810679 Ontario Limited ("810679"), a corporation incorporated under the laws of Ontario, is controlled by V. Prem Watsa. The principal business of 810679 is as an investment holding company. The principal business address and principal office address of 810679 is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7; 18 4. Fairfax, a corporation incorporated under the laws of Canada, is controlled by Sixty Two, 810679 and V. Prem Watsa. Fairfax is a financial services holding company. The principal business and principal office address of Fairfax is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7; 5. Odyssey Re Holdings Ltd., a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. The principal business of Odyssey Re Holdings Ltd. is as a holding company. The principal business address and principal office address of Odyssey Re Holdings Ltd. is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7; 6. Odyssey Re Group Ltd., a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. The principal business of Odyssey Re Group Ltd. is as a holding company. The principal business address and principal office address of Odyssey Re Group Ltd. is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7; 7. Fairfax Inc., a corporation incorporated under the laws of Wyoming, is a wholly-owned subsidiary of Fairfax. The principal business of Fairfax Inc. is as a holding company. The principal business address and principal office address of Fairfax Inc. is 5205 North O'Connor Blvd., Irving, Texas 75039; 8. TIG Holdings, Inc., a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. The principal business of TIG Holdings, Inc. is as a holding company. The principal business address and principal office address of TIG Holdings, Inc. is 5205 North O'Connor Blvd., Irving, Texas 75039; 9. TIG Insurance Group, a corporation incorporated under the laws of California, is a wholly-owned subsidiary of Fairfax. The principal business of TIG Insurance Group is as a holding company. The principal business address and principal office address of TIG Insurance Group is 5205 North O'Connor Blvd., Irving, Texas 75039; 10. TIG Insurance Company ("TIG"), a corporation incorporated under the laws of California, is a wholly-owned subsidiary of Fairfax. TIG owns approximately 64% of the outstanding shares of common stock of Odyssey Re Holdings Corp. The principal business of TIG is property/casualty insurance. The principal business address and principal office address of TIG is 5205 North O'Connor Blvd., Irving, Texas 75039; 11. Odyssey Re Holdings Corp., is a corporation incorporated under the laws of Delaware. Fairfax subsidiaries own approximately 73% of the 19 outstanding shares of common stock of Odyssey Re Holdings Corp. The principal business of Odyssey Re Holdings Corp. is as a holding company. The principal business address and principal office address of Odyssey Re Holdings Corp. is 140 Broadway, 39th Floor, New York, New York 10005; 12. Odyssey America Reinsurance Corporation, a corporation incorporated under the laws of Connecticut, is a wholly-owned subsidiary of Odyssey Re Holdings Corp. The principal business of Odyssey America Reinsurance Corporation is reinsurance. The principal business address and principal office address of Odyssey America Reinsurance Corporation is 300 First Stamford Place, Stamford, Connecticut 06902; 13. Odyssey Reinsurance Corporation., a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Odyssey America Reinsurance Corporation. The principal business of Odyssey Reinsurance Corporation is reinsurance. The principal business address and principal office address of Odyssey Reinsurance Corporation is 300 First Stamford Place, Stamford, Connecticut 06902; 14. Crum & Forster Holdings, Inc., a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. The principal business of Crum & Forster Holdings, Inc. is as a holding company. The principal business address and principal office address of Crum & Forster Holdings, Inc. is 305 Madison Avenue, P.O. Box 1943, Morristown, New Jersey 07960-1943; 15. United States Fire Insurance Company, a corporation incorporated under the laws of New York, is a wholly-owned subsidiary of Fairfax. The principal business of United States Fire Insurance Company is insurance. The principal business address and principal office address of United States Fire Insurance Company is 305 Madison Avenue, P.O. Box 1943, Morristown, New Jersey 07960-1943; and 16. The North River Insurance Company, a corporation incorporated under the laws of New Jersey, is a wholly-owned subsidiary of Fairfax. The principal business of The North River Insurance Company is insurance. The principal business address and principal office address of The North River Insurance Company is 305 Madison Avenue, P.O. Box 1943, Morristown, New Jersey 07960-1943. Neither the filing of this Schedule 13D nor the information contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, Sixty Two, 810679, Fairfax, Odyssey Re Holdings Ltd., Odyssey Re Group Ltd., Fairfax Inc., TIG Holdings, Inc., TIG Insurance Group, TIG, Odyssey Re Holdings Corp., Odyssey America Reinsurance Corporation, Odyssey Reinsurance Corporation, Crum & Forster Holdings, Inc., United States Fire Insurance Company 20 or The North River Insurance Company, that it is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, and such beneficial ownership is expressly disclaimed. The name, present principal occupation or employment and name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each director and executive officer of each of the Reporting Persons is set forth in Annex A, B, C, D, E, F, G, H, I, J, K, L, M, N or O as the case may be, and such Annexes are incorporated herein by reference. Pursuant to Rule 13d-1(k) under the Exchange Act, the Reporting Persons have agreed to file jointly one statement with respect to their ownership of the Shares. During the last five years, none of the Reporting Persons, and, to the best of each such Reporting Person's knowledge, none of the executive officers or directors of such Reporting Person have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws." ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 of the Schedule 13D is hereby amended in its entirety to read as follows: "The source of the funds for the 1999 Purchased Shares was working capital, including available cash on hand. The purchase price for the 1999 Purchased Shares was approximately $186,232,155. The source of the funds for the 2001 Purchased Shares is working capital, including available cash on hand. The purchase price for the 2001 Purchased Shares is approximately $25,000,000." ITEM 4. PURPOSE OF TRANSACTION Item 4 of the Schedule 13D is hereby amended in its entirety to read as follows: "The Shares have been acquired by the Reporting Persons for investment purposes and not for the purpose of, or in connection with, or as a participant in, any transaction having the purpose of changing or influencing the control of Zenith. In addition, Fairfax and Zenith have entered into a standstill agreement dated as of June 30, 1999 (the "Standstill Agreement") which prohibits Fairfax, subject to the terms and conditions set forth in the Standstill Agreement, from acquiring any additional securities or assets of Zenith. The Transaction was consummated in accordance with terms and conditions of the Standstill Agreement. 21 The Reporting Persons have the following plans and proposals: (a) The Reporting Persons currently do not intend to acquire or dispose of shares of Common Stock of Zenith, but may formulate plans to do so in the future. The Reporting Persons intend to review, on a continuous basis, various factors related to their direct or indirect investment, as the case may be, in Zenith, including the price and availability of the Common Stock, subsequent developments affecting Zenith's business, other investment and business opportunities available to the Reporting Persons and general stock market and economic conditions. Based upon these and other factors, the Reporting Persons may decide to purchase additional shares of Common Stock of Zenith or may decide in the future to sell all or part of their investment in Zenith; (b) The Reporting Persons have no plans or proposals to cause Zenith to enter into any extraordinary corporate transaction, such as a merger, reorganization or liquidation of Zenith or any of its subsidiaries; (c) The Reporting Persons have no plans or proposals to cause Zenith or any of its subsidiaries to sell or transfer a material amount of assets; (d) The Reporting Persons have no plans or proposals which would result in a change in the present board of directors or management of Zenith, whether through a change in the number or term of directors or otherwise; (e) The Reporting Persons have no plans to make any material change in the present capitalization or dividend policy of Zenith; (f) The Reporting Persons have no plans or proposals to cause Zenith to make any other material change in its business or corporate structure; (g) The Reporting Persons have no plans or proposals to cause Zenith to change its certificate of incorporation or bylaws or to take other actions which may impede the acquisition of control of Zenith by any person; (h) The Reporting Persons have no plans or proposals to cause the shares of Common Stock of Zenith to be delisted from any securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system; (i) The Reporting Persons have no plans or proposals to cause the shares of Common Stock of Zenith to become eligible for termination of registration pursuant to Section 12(g) of the Exchange Act; and (j) The Reporting Persons have no plans or proposals to take any actions similar to those enumerated above. The descriptions in this Item 4 of the Standstill Agreement are qualified in their entirety by reference to the Standstill Agreement, a copy of which is attached to this Schedule 13D as Exhibit 2.2." 22 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 numbers of Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power are 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, L, M, N or O, beneficially owns, or has acquired or disposed of, any Shares during 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 of Common Stock of Zenith held by the Reporting Persons other than each of the Reporting Persons. (e) Not applicable." ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 of the Schedule 13D is hereby amended in its entirety to read as follows: "Except for the Stock Purchase Agreement, the Standstill Agreement and the 2001 Stock Purchase Agreement, none of the persons named in Item 2 nor to the best knowledge of each of the Reporting Persons any person listed in Annex A, B, C, D, E, F, G, H, I, J, K, L, M, N or O, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of Zenith, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies." ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 of the Schedule 13D is hereby amended by the addition of the following exhibits to the end thereof: "2.3 2001 Stock Purchase Agreement dated as of November 21, 2001 between Odyssey Reinsurance Corporation and Zenith National Insurance Corp. 23 2.4 Joint Filing Agreement dated as of November 23, 2001 between V. Prem Watsa, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Ltd., Odyssey Re Holdings Ltd., Odyssey Re Group Ltd., Fairfax Inc., TIG Holdings, Inc., TIG Insurance Group, TIG Insurance Company, Odyssey Re Holdings Corp., Odyssey America Reinsurance Corporation, Odyssey Reinsurance Corporation, Crum & Forster Holdings, Inc., United States Fire Insurance Company, and The North River Insurance Company." 24 SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 23, 2001 V. Prem Watsa /s/ V. Prem Watsa ------------------------------------ 25 SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 23, 2001 The Sixty Two Investment Company Limited By: /s/ V. Prem Watsa --------------------------- Name: V. Prem Watsa Title: President 26 SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 23, 2001 810679 Ontario Limited By: /s/ V. Prem Watsa --------------------------- Name: V. Prem Watsa Title: President 27 SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 23, 2001 Fairfax Financial Holdings Limited By: /s/ Eric P. Salsberg --------------------------- Name: Eric P. Salsberg Title: Vice President, Corporate Affairs 28 SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 23, 2001 Odyssey Re Holdings Ltd. By: /s/ Eric P. Salsberg --------------------------- Name: Eric P. Salsberg Title: Vice President 29 SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 23, 2001 Odyssey Re Group Ltd. By: /s/ Eric P. Salsberg --------------------------- Name: Eric P. Salsberg Title: Vice President 30 SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 23, 2001 Fairfax Inc. By: /s/ Donald L. Smith --------------------------- Name: Donald L. Smith Title: Vice President 31 SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 23, 2001 TIG Holdings, Inc. By: /s/ William H. Huff --------------------------- Name: William H. Huff Title: Senior Vice President 32 SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 23, 2001 TIG Insurance Group By: /s/ William H. Huff --------------------------- Name: William H. Huff Title: Vice President 33 SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 23, 2001 TIG Insurance Company By: /s/ William H. Huff --------------------------- Name: William H. Huff Title: Vice President 34 SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 23, 2001 Odyssey Re Holdings Corp. By: /s/ Donald L. Smith ----------------------------- Name: Donald L. Smith Title: Senior Vice President, General Counsel and Corporate Secretary 35 SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 23, 2001 Odyssey America Reinsurance Corporation By: /s/ Donald L. Smith --------------------------- Name: Donald L. Smith Title: Senior Vice President 36 SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 23, 2001 Odyssey Reinsurance Corporation By: /s/ Donald L. Smith --------------------------- Name: Donald L. Smith Title: Senior Vice President 37 SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 23, 2001 Crum & Forster Holdings, Inc. By: /s/ Mary Jane Robertson ----------------------------- Name: Mary Jane Robertson Title: Exec. Vice President & Treasurer 38 SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 23, 2001 United States Fire Insurance Company By: /s/ Mary Jane Robertson --------------------------- Name: Mary Jane Robertson Title: Exec. Vice Pres., Treasurer & CFO 39 SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 23, 2001 The North River Insurance Company By: /s/ Mary Jane Robertson --------------------------- Name: Mary Jane Robertson Title: Exec. Vice Pres., Treasurer & CFO 40 ANNEX INDEX
ANNEX DESCRIPTION ----- ----------- A Directors and Executive Officers of The Sixty Two Investment Company Limited B Directors and Executive Officers of 810679 Ontario Limited C Directors and Executive Officers of Fairfax Financial Holdings Limited D Directors and Executive Officers of Odyssey Re Holdings Ltd. E Directors and Executive Officers of Odyssey Re 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 I Directors and Executive Officers of TIG Insurance Company J Directors and Executive Officers of Odyssey Re Holdings Corp. K Directors and Executive Officers of Odyssey America Reinsurance Corporation L Directors and Executive Officers of Odyssey Reinsurance Corporation M Directors and Executive Officers of Crum & Forster Holdings, Inc. N Directors and Executive Officers of United States Fire Insurance Company O Directors and Executive Officers of The North River Insurance Company
41 ANNEX A 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 - ---- -------------------------------------------- ----------- Winslow W. Bennett President, Winwood Holdings Ltd. Canadian (Chairman) 505 Burrard Street Suite 1880 Vancouver, British Columbia V7X 1M6 Eric P. Salsberg Vice President, Corporate Affairs, Canadian (Assistant Secretary and Director) Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 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
42 ANNEX B 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 - ---- -------------------------------------------- ----------- Winslow W. Bennett President, Winwood Holdings Ltd. Canadian (Chairman) 505 Burrard Street Suite 1880 Vancouver, British Columbia V7X 1M6 Eric P. Salsberg Vice President, Corporate Affairs, Canadian (Assistant Secretary and Director) Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 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
43 ANNEX C 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 Fairfax Financial Holdings Limited Officer) 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 Kenneth R. Polley Chairman, Lindsey Morden Group Inc. Canadian (Director) 7102 Doral Place Tyler, Texas 75703 Winslow W. Bennett President, Winwood Holdings Ltd. Canadian (Director) 505 Burrard Street, Suite 1880 Vancouver, British Columbia V7X 1M6 Robbert Hartog President, Robhar Investments Ltd. Canadian (Director) R.R. #1 Perkinsfield, Ontario L0L 2J0 Paul B. Ingrey Retired, 48 Bobkat Road United States (Director) Hague, New York 12836 Trevor J. Ambridge Vice President and Chief Canadian (Vice President and Financial Officer, Chief Financial Officer) Fairfax Financial Holdings Limited Eric P. Salsberg Vice President, Corporate Affairs, Canadian (Vice President, Corporate Affairs) Fairfax Financial Holdings Limited
44 ANNEX D DIRECTORS AND EXECUTIVE OFFICERS OF ODYSSEY RE HOLDINGS LTD. The following table sets forth certain information with respect to the directors and executive officers of Odyssey Re Holdings 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 Chairman and Chief Executive Officer, Canadian (Chairman) Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 Bradley P. Martin Vice President, Fairfax Financial Canadian (Vice President and Director) Chief Financial Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 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
45 ANNEX E DIRECTORS AND EXECUTIVE OFFICERS OF ODYSSEY RE GROUP LTD. The following table sets forth certain information with respect to the directors and executive officers of Odyssey Re 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 - ---- -------------------------------------------- ----------- Andrew A. Barnard President, Chief Executive Officer and United States (President and Chief Executive Director, Odyssey Re Holdings Corp. Officer) 140 Broadway Avenue 39th Floor New York, NY 10005 James F. Dowd President and Chief Executive Officer, United States (Chairman) Fairfax Inc. 305 Madison Avenue Morristown, NJ 07960 Eric P. Salsberg Vice President, Corporate Affairs, Canadian (Vice President and Director) Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 Bradley P. Martin Vice President, Canadian (Director) Fairfax Financial Holdings Limited V. Prem Watsa Chairman and Chief Executive Officer, Canadian (Vice President and Director) Fairfax Financial Holdings Limited Roland W. Jackson Executive Vice President and United States (Executive Vice President and Chief Financial Officer, Chief Financial Officer) Fairfax Inc. 305 Madison Avenue Morristown, NJ 07906
46 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 (Chairman) Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 James F. Dowd President and Chief Executive Officer, United States (President, Chief Executive Officer Fairfax Inc. and Director) 305 Madison Avenue Morristown, NJ 07906 Ronald Schokking Vice President, Canadian (Vice President, Treasurer Fairfax Financial Holdings Limited and Director) Roland W. Jackson Executive Vice President and Chief Financial United States (Executive Vice President and Officer, Chief Financial Officer) Fairfax Inc. 305 Madison Avenue Morristown, NJ 07906
47 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 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 (Vice President and Director) Fairfax Financial Holdings Limited Bradley P. Martin Vice President, Canadian (Vice President and Director) Fairfax Financial Holdings Limited William H. Huff Senior Vice President, United States (Senior Vice President, Secretary Secretary and General Counsel and General Counsel) TIG Holdings, Inc. 5205 N. O'Connor Blvd. Suite W200 Irving, Texas 75039
48 ANNEX H DIRECTORS AND EXECUTIVE OFFICERS OF TIG INSURANCE GROUP The following table sets forth certain information with respect to the directors and executive officers of TIG Insurance Group.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN NAME WHICH SUCH EMPLOYMENT IS CONDUCTED CITIZENSHIP - ---- -------------------------------------------- ----------- Courtney C. Smith President and Chief Executive Officer, United States (President, Chief Executive Officer TIG Insurance Company and Director) 5205 N. O'Connor Blvd. Suite W200 Irving, Texas 75039 R. Scott Donovan Chief Financial Officer, United States (Chief Financial Officer TIG Insurance Company and Director) Frederik M. Fonstein Managing Director, United States (Director) TIG Insurance Company William H. Huff Vice President, Secretary and United States (Vice President, Secretary, General Counsel, General Counsel and Director) TIG Insurance Company Lon P. McClimon Managing Director, United States (Director) TIG Insurance Company John C. Magee Managing Director, United States (Director) TIG Insurance Company
49 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 NAME WHICH SUCH EMPLOYMENT IS CONDUCTED CITIZENSHIP - ---- -------------------------------------------- ----------- Courtney C. Smith President and Chief Executive Officer, United States (President, Chief Executive Officer TIG Insurance Company and Director) 5205 N. O'Connor Blvd. Suite W200 Irving, Texas 75039 R. Scott Donovan Chief Financial Officer, United States (Chief Financial Officer TIG Insurance Company and Director) Frederik M. Fonstein Managing Director, United States (Director) TIG Insurance Company William H. Huff Vice President, Secretary and United States (Vice President, Secretary, General Counsel, General Counsel and Director) TIG Insurance Company Lon P. McClimon Managing Director, United States (Director) TIG Insurance Company John C. Magee Managing Director, United States (Director) TIG Insurance Company
50 ANNEX J DIRECTORS AND EXECUTIVE OFFICERS OF ODYSSEY RE HOLDINGS CORP. The following table sets forth certain information with respect to the directors and executive officers of Odyssey Re Holdings Corp.
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) Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 James F. Dowd President and Chief Executive Officer, United States (Vice Chairman) Fairfax Inc. 305 Madison Avenue Morristown, NJ 07960 Andrew Barnard President and Chief Executive Officer, United States (President and Chief Executive Odyssey Re Holdings Corp. Officer) 140 Broadway Avenue 39th Floor New York, NY 10005 Michael G. Wacek Executive Vice President, United States (Executive Vice President) Odyssey Re Holdings Corp. Charles D. Troiano Executive Vice President and Chief Financial United States (Executive Vice President and Officer, Chief Financial Officer) Odyssey Re Holdings Corp. Anthony J. Narciso, Jr. Senior Vice President and Controller, United States (Senior Vice President Odyssey Re Holdings Corp. and Controller)
51
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 - ---- -------------------------------------------- ----------- Donald L. Smith Senior Vice President, United States (Senior Vice President, General General Counsel and Corporate Secretary, Counsel and Corporate Secretary) Odyssey Re Holdings Corp. Winslow W. Bennett President, Winwood Holdings Ltd. Canadian (Director) 505 Burrard Street, Suite 1880 Vancouver, British Columbia V7X 1M6 Anthony F. Griffiths Independent Consultant and Corporate Director, Canadian (Director) 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 Robbert Hartog President, Robhar Investments Ltd. Canadian (Director) R.R. #1 Perkinsfield, Ontario L0L 2J0 Paul B. Ingrey Retired, United States (Director) 48 Bobkat Road Hague, New York 12836 Courtney C. Smith President and Chief Executive Officer, United States (Director) TIG Insurance Company 5205 N. O'Connor Blvd. Suite W200 Irving, Texas 75039
52 ANNEX K DIRECTORS AND EXECUTIVE OFFICERS OF ODYSSEY AMERICA REINSURANCE CORPORATION The following table sets forth certain information with respect to the directors and executive officers of Odyssey America Reinsurance Corporation.
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 (Chief Executive Officer Odyssey Re Holdings Corp. and Director) 140 Broadway Avenue, 39th Floor New York, NY 10005 James F. Dowd President and Chief Executive Officer, United States (Director) Fairfax Inc. 305 Madison Avenue Morristown, NJ 07906 Mark W. Hinkley Executive Vice President, United States (Executive Vice President Odyssey America Reinsurance Corporation and Director) 300 First Stamford Place Stamford, CT 06902 Michael F. Mather Executive Vice President, United States (Executive Vice President Odyssey America Reinsurance Corporation and Director) James E. Migliorini Senior Vice President, United States (Senior Vice President and Director) Odyssey America Reinsurance Corporation Donald L. Smith Senior Vice President, General Counsel and United States (Senior Vice President and General Corporate Secretary, Legal Counsel and Director) Odyssey Re Holdings Corp.
53
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 - ---- -------------------------------------------- ----------- Michael G. Wacek Executive Vice President, United States (President and Director) Odyssey Re Holdings Corp. Brian D. Young Executive Vice President, United States (Executive Vice President Odyssey America Reinsurance Corporation and Director) Charles D. Troiano Executive Vice President and United States (Director) Chief Financial Officer, Odyssey Re Holdings Corp.
54 ANNEX L DIRECTORS AND EXECUTIVE OFFICERS OF ODYSSEY REINSURANCE CORPORATION The following table sets forth certain information with respect to the directors and executive officers of Odyssey Reinsurance Corporation.
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 (Chairman and Director) Odyssey Re Holdings Corp. 140 Broadway Avenue, 39th Floor New York, NY 10005 Mark W. Hinkley Executive Vice President, United States (Executive Vice President Odyssey America Reinsurance Corporation and Director) 300 Stamford Place Stamford, CT 06902 Michael F. Mather Executive Vice President, United States (Executive Vice President Odyssey America Reinsurance Corporation and Director) James E. Migliorini Senior Vice President, United States (Senior Vice President and Director) Odyssey America Reinsurance Corporation Donald L. Smith Senior Vice President, General Counsel and United States (Vice President, General Counsel, Corporate Secretary, Corporate Secretary and Director) Odyssey Re Holdings Corp. Michael G. Wacek Executive Vice President, United States (President and Director) Odyssey Re Holdings Corp.
55
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 - ---- -------------------------------------------- ----------- Brian D. Young Executive Vice President, United States (Senior Vice President and Director) Odyssey America Reinsurance Corporation Charles D. Troiano Executive Vice President and United States (Director) Chief Financial Officer, Odyssey Re Holdings Corp.
56 ANNEX M DIRECTORS AND EXECUTIVE OFFICERS OF CRUM & FORSTER HOLDINGS, INC. The following table sets forth certain information with respect to the directors and executive officers of Crum & Forster 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 - ---- -------------------------------------------- ----------- Bruce Esselborn Chairman and Chief Executive Officer, United States (Chairman and CEO) Crum & Forster Holdings, Inc. and various other insurance subsidiaries 305 Madison Avenue Morristown, NJ 07960 Nickolas Antonopoulos President, United States (President and Director) Crum & Forster Holdings, Inc. and various other insurance subsidiaries Mary Jane Robertson Executive Vice President and Treasurer, United States (Executive Vice President, Crum & Forster Holdings, Inc. Treasurer and Director) and various other insurance subsidiaries Douglas Libby President, United States (Senior Vice President and Director) Seneca Insurance Company 160 Water Street New York, NY 10038
57 ANNEX N 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 - ---- -------------------------------------------- ----------- Bruce A. Esselborn Chairman and Chief Executive Officer, United States (Chairman, Chief Executive Officer Crum & Forster Holdings, Inc. and various and Director) other insurance subsidiaries 305 Madison Avenue Morristown, NJ 07960 Nikolas Antonopoulos President, United States (President and Director) Crum & Forster Holdings, Inc. and various other insurance subsidiaries Mary Jane Robertson Executive Vice President and Treasurer, United States (Executive Vice President, Crum & Forster Holdings, Inc. and various Treasurer, Chief Financial Officer other insurance subsidiaries and Director) Dennis J. Hammer Senior Vice President and Controller, United States (Vice President and Director) Crum & Forster Insurance Company Douglas M. Libby President, United States (Director) Seneca Insurance Company 160 Water Street New York, NY 10038 Andrew A. Barnard President and Chief Executive Officer, United States (Director) Odyssey Re Holdings Corp. 140 Broadway Avenue, 39th Floor New York, NY 10005
58
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 - ---- -------------------------------------------- ----------- Joseph F. Braunstein, Jr. Senior Vice President of Marketing, United States (Senior Vice President and Director) Crum & Forster Insurance Company Peter J. Daly Senior Vice President of Surety, United States (Senior Vice President and Director) Crum & Forster Insurance Company Paul Kush Senior Vice President Claims, United States (Senior Vice President and Director) Crum & Forster Insurance Company Albert B. Lewis Attorney, United States (Director) D'Amato & Lynch 70 Pine Street New York, NY 10270 Gary S. Resman Senior Vice President of Underwriting, United States (Senior Vice President and Director) Crum & Forster Insurance Company Frances A. Smith Senior Vice President of Actuarial, United States (Senior Vice President and Director) Crum & Forster Insurance Company Carl D. Sullo Senior Vice President of Human Resources, United States (Senior Vice President and Director) Crum & Forster Insurance Company
59 ANNEX O DIRECTORS AND EXECUTIVE OFFICERS OF THE NORTH RIVER INSURANCE COMPANY The following table sets forth certain information with respect to the directors and executive officers of The North River 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 - ---- -------------------------------------------- ----------- Bruce A. Esselborn Chairman and Chief Executive Officer, United States (Chairman and Chief Executive Crum & Forster Holdings, Inc. and various Officer) other insurance subsidiaries 305 Madison Avenue Morristown, NJ 07960 Nikolas Antonopoulos President, United States (President and Director) Crum & Forster Holdings, Inc. and various other insurance subsidiaries Mary Jane Robertson Executive Vice President and Treasurer, United States (Executive Vice President, Crum & Forster Holdings, Inc and various Treasurer, Chief Financial Officer other insurance subsidiaries and Director) Dennis H. Hammer Senior Vice President and Controller, United States (Senior Vice President) Crum & Forster Insurance Company
60 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 2.1 Stock Purchase Agreement dated as of June 25, 1999 between Fairfax Financial Holdings Limited and Reliance Insurance Company (previously filed). 2.2 Standstill Agreement dated as of June 30, 1999 between Fairfax Financial Holdings Limited and Zenith National Insurance Corp. (previously filed). 2.3 2001 Stock Purchase Agreement dated as of November 21, 2001 between Odyssey Reinsurance Corporation and Zenith National Insurance Corp. 2.4 Joint Filing Agreement dated as of November 23, 2001 between, V. Prem Watsa, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Ltd., Odyssey Re Holdings Ltd., Odyssey Re Group Ltd., Fairfax Inc., TIG Holdings, Inc., TIG Insurance Group, TIG Insurance Company, Odyssey Re Holdings Corp., Odyssey America Reinsurance Corporation, Odyssey Reinsurance Corporation, Crum & Forster Holdings, Inc., United States Fire Insurance Company, and The North River Insurance Company. 61 EX-2.3 3 t29198a1ex2-3.txt STOCK PURCHASE AGREEMENT EXHIBIT 2.3 EXECUTION COPY STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as of November 21, 2001, between Zenith National Insurance Corp., a Delaware insurance holding company (the "Company"), and Odyssey Reinsurance Corporation, a Delaware corporation (the "Purchaser", such term to include, subject to the proviso to Section 17, any assignee of Odyssey Reinsurance Corporation pursuant to Section 17). WHEREAS, the Company wishes to sell to Purchaser an aggregate of 1,000,000 shares (the "Shares") of common stock, par value U.S.$1.00 per share (the "Common Stock"), of the Company and Purchaser wishes to purchase from the Company the Shares, upon the terms and subject to the conditions set forth herein; WHEREAS, Purchaser is purchasing the Shares for investment purposes; WHEREAS, the Company and Purchaser will be entering into a Reinsurance Agreement (as defined below); WHEREAS, the Company and Fairfax Financial Holdings Limited have entered into a standstill Agreement, dated as of June 30, 1999 (the "Standstill Agreement"); and WHEREAS, pursuant to Section 1.1 of the Standstill Agreement, on or prior to the Settlement Date (defined below), a majority of the Board of Directors of the Company who are not affiliates of, and are not officers, directors or employees of Purchaser, or any corporation or other entity controlled by or affiliated with the Purchaser, will have approved the transactions contemplated hereby (the "Board Approval"). NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, the Company and Purchaser hereby agree as follows: 1. Sale of Shares. Subject to the terms and conditions contained herein, the Company will sell to Purchaser, and Purchaser will buy from the Company, the Shares for an aggregate cash purchase price of U.S.$25,000,000 (the "Purchase Price"), representing U.S.$25.00 per Share, payable on the Settlement Date (as defined below). The Purchase Price shall be adjusted upon the terms and conditions described in Section 8 below. The parties acknowledge and agree that the Shares constitute shares of Common Stock previously issued and currently held in the treasury of the Company. 2. Settlement. (a) Settlement of the sale and purchase under Section 1 of this Agreement shall take place at the offices of Shearman & Sterling, 199 Bay Street, Suite 4405, Toronto, Ontario, Canada at 11:00 a.m., New York City time, on the third business day after receipt by the Company and Purchaser of all necessary approvals, non-disapprovals or comparable responses described in Section 4(f) below (the "Settlement Date" and all such approvals, non-disapprovals and other comparable responses being hereafter collectively referred to as the "Necessary Approvals"). (b) On the Settlement Date, the Company shall deliver or cause to be delivered to Purchaser (i) stock certificates evidencing the Shares registered in the name of Purchaser, or such entity as the Purchaser may designate, and (ii) a receipt for the Purchase Price in respect of the Shares. (c) On the Settlement Date, Purchaser shall deliver to the Company (i) the Purchase Price by wire transfer of immediately available funds to the Company's account as furnished to Purchaser in writing prior to the Settlement Date and (ii) a receipt for the Shares. 3. Representations of the Company. As an inducement to Purchaser to enter into this Agreement, the Company represents and warrants to Purchaser that: (a) Each of the Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. The Company has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The Company is duly licensed or qualified to do business and is in good standing in the State of Delaware and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification. Each insurance company subsidiary of the Company is duly qualified to do business as an insurance company and is in good standing under the laws of each jurisdiction which requires such qualification. (b) All the outstanding shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued and are fully paid and nonassessable, and all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances. (c) The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock and 1,000,000 shares of preferred stock of the Company. As of the date hereof, 17,532,124 shares of Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable. None of the issued and outstanding shares of Common Stock was issued in violation of any preemptive rights. There are (i) no warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of the Company or obligating the Company to issue or sell any shares of capital stock of, or any other interest in, the Company and (ii) no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of Common Stock or to provide any material funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any other person (other than a direct or indirect subsidiary of the Company), except in each case as provided in (A) any share plan of the Company or its subsidiaries disclosed in the SEC Reports (defined below), (B) the Standstill Agreement or (C) Article IX of the Purchase Agreement dated February 4, 1981, among Reliance Insurance 2 Company, the Company and certain other parties (the "Reliance Purchase Agreement"). Upon consummation of the transactions contemplated by this Agreement, the Shares will be fully paid and nonassessable. (d) Subject to receipt of the Necessary Approvals, the delivery of and payment for the Shares pursuant to this Agreement will transfer to Purchaser good and valid title to the Shares free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances. Except for the Standstill Agreement, there are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares. (e) The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been, or will be on or prior to the Settlement Date, duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (f) Neither the Company nor any subsidiary is in violation or default of, (i) any provision of its certificate of incorporation or by-laws, (ii) the terms of any material indenture, mortgage, lease or loan agreement to which the Company or any of its subsidiaries is a party or bound or to which its or their property is subject, or (iii) any statute, regulation, rule, judgment, order, decree or other restriction of any government, governmental agency or court to which the Company or any of its subsidiaries is subject. (g) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby conflicts with or results in a breach of any of the provisions of, or constitutes a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or results in the creation of any encumbrance on any of the Shares under, (i) the certificate of incorporation or by-laws of the Company or any of its subsidiaries, (ii) any material indenture, mortgage, lease or loan agreement to which the Company or any of its subsidiaries is a party or bound or to which its or their property is subject, or (iii) violates any statute, regulation, rule, judgment, order, decree or other restriction of any government, governmental agency or court to which the Company or any of its subsidiaries is subject. (h) Subject to the Necessary Approvals, no notice to, filing with or authorization, consent or approval of, any court or governmental agency or body by the Company is necessary for the consummation of the transactions contemplated by this Agreement. 3 (i) The Company and its subsidiaries have conducted their business in material compliance with all laws and governmental orders applicable to the them or any of their assets or their business, and the Company and its subsidiaries have not received any notice of and are not in material violation of any such laws or governmental orders. (j) Since December 31, 2000, except as disclosed in this Agreement or in the Company's filings (the "SEC Reports") with the Securities and Exchange Commission (the "Commission") or the Company's press releases, the Company and its subsidiaries have conducted their business only in the ordinary course and in a manner consistent with past practice, and since such date through the date of this Agreement there has not been any change in or effect on the business of the Company and its subsidiaries that is materially adverse to the financial condition, prospects or results of operation of the Company and its subsidiaries taken as a whole. (k) All negotiations relating to this Agreement and the transactions contemplated hereby have been carried on without the intervention of any person acting on behalf of the Company in such manner as to give rise to any valid claim against Purchaser for any brokerage or finder's commission, fee or similar compensation. (l) Assuming the accuracy of the representations of Purchaser in Sections 4(a), (b) and (c), the offer and sale of the Shares hereunder are exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). 4. Representations of Purchaser. As an inducement to the Company to enter into this Agreement, Purchaser represents and warrants to the Company that: (a) Purchaser is acquiring the Shares to be purchased pursuant to this Agreement for investment purposes, for Purchaser's own account and with no present intention of distributing or reselling the Shares in any transactions which would be in violation of the securities laws of the United States of America or any state thereof or the insurance laws of any state thereof. (b) Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the Securities Act. Purchaser has conducted its own investigation with respect to the Company, has received all information that it believes is necessary and appropriate in connection with its purchase of the Shares and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Shares. (c) Purchaser is aware that the Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration or qualification under the Securities Act and any applicable state securities laws, except pursuant to an exemption from such registration or qualification under the Securities Act and any applicable state securities laws. Purchaser is aware that the Company has no obligation to register the Shares for resale except pursuant to Sections 9 through 13 of this Agreement. (d) Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and 4 authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser. This Agreement constitutes a legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (e) Purchaser has sufficient cash available to it to consummate the purchase of the Shares contemplated hereby without the need for any financing other than that which is already available or committed to Purchaser without material condition; provided that Purchaser hereby expressly acknowledges and agrees that the ability of Purchaser to obtain the necessary funds from such financing shall not be a condition to the consummation of the transactions contemplated hereby. (f) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby conflicts with or results in a breach of any of the provisions of, or constitutes a default (or event which with the giving of notice or lapse of time or both, would become a default) under, any material indenture, mortgage, lease or loan agreement to which Purchaser is bound or violates any statute, regulation, rule, judgment, order, decree or other restriction of any government, governmental agency or court to which Purchaser is subject. No notice to, filing with or authorization, consent or approval of, any government or governmental agency by Purchaser is necessary for the consummation of the transactions contemplated by the Agreement, except that Purchaser will be required to file a Form 4 and an amendment to Schedule 13D under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after consummation of the transactions contemplated by this Agreement. (g) All negotiations relating to this Agreement and the transactions contemplated hereby have been carried on without the intervention of any person acting on behalf of Purchaser in such manner as to give rise to any valid claim against the Company for any brokerage or finder's commission, fee or similar compensation. 5. Covenants of the Company and Purchaser. Each of the Company and Purchaser will: (a) file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by it pursuant to applicable law in connection with the sale and purchase of the Shares and the consummation of the transactions contemplated by this Agreement; 5 (b) promptly respond to requests for additional information and give such reasonable undertakings to insurance and other regulatory authorities as may be required to consummate the sale and purchase of the Shares; (c) use its best efforts to take, or cause to be taken, all actions necessary, proper or advisable in order for it to fulfill its obligations under this Agreement; and (d) take no action that would result in its representations and warranties becoming untrue. 6. Conditions to Closing. (a) The obligations of Purchaser hereunder to purchase, and of the Company hereunder to sell, the Shares are subject to the fulfillment or waiver by each party of each of the following conditions: (i) all permits, orders, approvals, consents, non-disapprovals or non-objections relating to any governmental or insurance regulatory authority which are required in connection with the consummation of the transactions contemplated by this Agreement including, but not limited to, such regulatory authorities as require a permit, order, approval, consent, non-disapproval or non-objection (in the case of any non-disapprovals or non-objections as evidenced by the time period prescribed by applicable insurance law having elapsed without Purchaser having received any objection), shall have been obtained (and, subject to Purchaser's obligations under Section 5(b) and (c), not contain any conditions or other terms that are not reasonably acceptable to Purchaser) and such permits, orders, approvals, consents, non-disapprovals and/or non-objections shall be effective and shall not have been suspended, revoked or stayed; (ii) no injunction or law prohibiting or making illegal the consummation of the transactions contemplated by this Agreement shall have been enacted, issued, promulgated or enforced by any court or governmental authority having jurisdiction over the Company or Purchaser; and (iii) the Company and Odyssey America Reinsurance Corporation or an affiliate of Odyssey America Reinsurance Corporation shall have mutually agreed to the principal terms of, and agreed to finalize after the Settlement Date, the reinsurance agreement referred to in the Company's press release regarding the sale and purchase of the Shares dated October 18, 2001 (the "Reinsurance Agreement"). (b) The obligations of the Company to consummate the transactions contemplated by this Agreement shall be further subject to the fulfillment, at or prior to the Settlement Date, of the following conditions: (i) the representations and warranties of Purchaser contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects as of the Settlement Date, with the same force and effect as if made at the Settlement Date (except if made as of a specified earlier date), (ii) the covenants and agreements contained in this Agreement to be complied with by Purchaser on or before the Settlement Date shall have been complied with in all material respects, and (iii) the Company 6 shall have received a certificate from Purchaser to the effect set forth in clauses (i) and (ii) signed by a duly authorized representative thereof. (c) The obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be further subject to the fulfillment, on or prior to the Settlement Date, of the following conditions: (i) the representations and warranties of the Company contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects as of the Settlement Date, with the same force and effect as if made at the Settlement Date (except if made as of a specified earlier date), (ii) the covenants and agreements contained in this Agreement to be complied with by the Company on or before the Settlement Date shall have been complied with in all material respects, and (iii) Purchaser shall have received a certificate from the Company to the effect set forth in clauses (i) and (ii) signed by a duly authorized representative thereof. (d) The Company shall have delivered to Purchaser a certified copy of resolutions duly adopted by the Board of Directors of the Company which shall evidence the Board Approval. 7. Termination. This Agreement may be terminated as follows: (a) by mutual written consent of the Company and Purchaser; (b) at the election of the Company or Purchaser if the conditions set forth in Section 6(a) of this Agreement have not been fulfilled on or prior to April 30, 2002 (so long as the party seeking to terminate this Agreement has not breached any provision hereof); (c) at the election of the Company, in the event that the conditions set forth in Section 6(b) have not been fulfilled by the Settlement Date or have become impossible of fulfillment prior to the Settlement Date; and (d) at the election of Purchaser, in the event that the conditions set forth in Section 6(c) or 6(d) have not been fulfilled by the Settlement Date or have become impossible of fulfillment prior to the Settlement Date. In the event of the termination of this Agreement pursuant to the provisions of this Section 7, this Agreement shall become void and have no effect, without any liability on the part of any party hereto or its directors, officers or stockholders in respect of this Agreement, except for a breach of Section 21 hereof and except that nothing herein shall limit the right of either party to seek damages from the other for breach of this Agreement. 8. Adjustments for Dividends and Other Distributions; Stock Splits, etc. In the event of a change in the number of Shares prior to or on the Settlement Date by virtue of a stock split, stock dividend, split-up, recapitalization or other similar transactions, the Company shall deliver to Purchaser on the Settlement Date, without change in the Purchase Price, that number of shares of Common Stock as adjusted for such stock split, stock dividend, split-up, recapitalization or other similar transactions, on the Settlement Date as a result of such transactions and all such shares shall be "Shares" under this Agreement. 7 9. Registration Rights. (a) From and after the Settlement Date, Purchaser may deliver a written request to the Company, which request shall state (i) the aggregate number of Shares which are proposed to be sold in a public offering, (ii) whether such Shares will be disposed of through an underwriter (an "Underwritten Offering") or otherwise, and (iii) shall request that the Company effect a registration under the Securities Act of all or part of the Shares then owned by Purchaser. Upon receipt of such request, the Company will promptly use its best efforts to effect the registration (the "Registration") under the Securities Act of the Shares which Purchaser has so requested to register so as to permit the disposition (in accordance with the intended methods thereof as aforesaid) by Purchaser of the Shares so to be registered. If Purchaser requests an Underwritten Offering, the Company shall enter into an agreement with a managing underwriter selected by Purchaser and named in such request and with such other underwriters as Purchaser shall from time to time name, which agreement shall contain terms customary for a secondary distribution. The Company shall have the right to approve any and all underwriters selected by Purchaser, which approvals shall not be unreasonably withheld. For the purposes of Sections 9 through 13 of this Agreement, Shares shall also mean shares of Common Stock which become outstanding after the Settlement Date, and securities issued in respect of the Shares. (b) If the managing underwriter for an Underwritten Offering notifies Purchaser that it is able to dispose of fewer Shares than the aggregate number which Purchaser has requested to be registered (such difference to be referred to as the "Undisposed Shares"), then the number of Shares to be registered on behalf of Purchaser shall be reduced by such difference. (c) Purchaser may make the request for the Registration only once; provided, however, that in the event that an Underwritten Offering results in Undisposed Shares, then, Purchaser may subsequently request a Registration pursuant to Section 9(a) one or (to the extent that subsequent notice or notices are of Underwritten Offerings which resulted in Undisposed Shares) more additional times, to the extent necessary to register on behalf of Purchaser that number of Shares equal to the Undisposed Shares which resulted from the first Registration. 10. Registration of Shares by the Company. If the Company proposes to register on a general form for registration under the Securities Act a sale, disposition or transfer by the Company or any other person of any Common Stock (otherwise than pursuant to Section 9 of this Agreement, a registration relating solely to the sale of Common Stock to participants in a share plan of the Company or any of its subsidiaries or a registration relating solely to a reorganization or other transaction described under Rule 145 of the Securities Act) it will at each such time give written notice to Purchaser of its intention to do so and, upon the written request of Purchaser given within ten (10) days after mailing of any such notice (which request of such entity shall specify the number of Shares intended to be sold or disposed of by such entity and describe the nature of any proposed sale or other disposition thereof), the Company will use its best efforts to cause all such Shares to be registered under the Securities Act to the extent 8 requisite to permit the sale or other disposition, in accordance with the method described in the notice; provided, however, that Purchaser shall have no right to participate in any Underwritten Offering by the Company in connection with Shares to be registered pursuant to this Section 10, notwithstanding their rights to have Shares registered pursuant to such Section; provided further, that the Company may require Purchaser to agree not to sell or otherwise dispose of such shares pursuant to the registration statement for a period not exceeding 90 days after the closing of the sale of Common Stock to an underwriter (the "Waiting Period") to the extent that the managing underwriter of the proposed public offering of securities for which the registration statement was to be filed delivers to Purchaser a letter stating that such sales or other disposition within such Waiting Period could materially and adversely affect such public offering. In the event of a disagreement in good faith between the parties hereto and the managing underwriter as to the length of the Waiting Period or any other matters relating to a Registration pursuant to Sections 9 through 13 of this Agreement, the decision of any mutually agreed upon third party, shall control. 11. Certain Obligations Regarding Registration. (a) If and whenever the Company is required to use its best efforts to effect the Registration of any Shares under the Securities Act as provided above in Sections 9 and 10 of this Agreement, the Company will promptly: (i) in the case of Section 9, prepare and, within sixty (60) days of the date such request was made, (provided that the Company shall use its best efforts to file such registration statement as soon as possible), file with the Commission a registration statement (on any form that is available to the Company and usable by Purchaser in connection with such Registration) with respect to such Shares and use its best efforts to cause such registration statement to become effective; (ii) afford to the officers and authorized representatives of Purchaser reasonable access to the Company's and its subsidiaries' plants, properties, books and records and its and their principal officers in order that Purchaser may have full opportunity to make a reasonable investigation of the statements made in any such registration statement; (iii) in the case of Section 9, prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Shares covered by such registration statement until such time as all of such Shares have been disposed of in accordance with the intended methods of disposition by Purchaser set forth in such registration statement but in no event for a period of more than nine (9) months after such registration becomes effective; (iv) furnish to Purchaser such number of copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus), in conformity with the requirements of the Securities Act, and such 9 other documents, as Purchaser may reasonably request in order to facilitate the disposition of the Shares owned by Purchaser; (v) use its best efforts to register or qualify the Shares covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the United States as Purchaser shall reasonably request, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction; and (vi) notify Purchaser at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the period mentioned in Section 11(a)(iii) of this Agreement of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statement therein not misleading in light of the circumstances then existing, and at the request of Purchaser, prepare and furnish to Purchaser a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. (b) In connection with any Registration pursuant to Sections 9 and 10 of this Agreement, the Company may require Purchaser, and Purchaser agrees: (i) to furnish the Company such information regarding itself and the distribution of the Shares as to which a registration is being effected as the Company may from time to time reasonably request in writing and as shall be required by law in connection therewith; and (ii) in the event of a Registration pursuant to Section 10 of this Agreement, to cooperate with the Company and enter into such agreements and take such actions as may be reasonably requested by the Company. 12. Registration Expenses. (a) For purposes of Sections 9 through 13 of this Agreement, Registration Expenses shall include all expenses incident to the Company's performance of or compliance with Sections 9 through 13 of this Agreement including, without limitation, all registration and filing fees, all fees and expenses of complying with securities or blue sky laws, all registration and other incidental expenses in connection with the registration of Shares under the Securities Act, all printing expenses, the fees and disbursements of counsel for the Company and of the Company's independent certified public accountants, and the expenses of any special audits required by or incident to such performance and compliance (but excluding selling expenses, underwriting discounts and commissions and transfer taxes, if any). (b) In the event of a Registration pursuant to Section 9 of this Agreement, Purchaser shall pay all Registration Expenses other than those expenses and costs which would 10 have been incurred by the Company notwithstanding such request and other than those Registration Expenses and costs attributable to the overhead of the Company or any of its subsidiaries or the compensation of any employee thereof. (c) Purchaser shall not be required to pay any Registration Expenses in connection with a registration pursuant to Section 10 of this Agreement except for legal or selling expenses directly incurred by Purchaser. 13. Indemnification. (a) In the event of any registration of Shares pursuant to Sections 9 through 13 of this Agreement, the Company will indemnify and hold harmless Purchaser and each underwriter of such Shares and each other person, if any, who controls Purchaser or such underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which Purchaser or such underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto (including any material incorporated by reference into such registration statement, any such preliminary prospectus, final prospectus or any amendment or supplement thereto, but excluding any item in a preliminary prospectus which is corrected in the final prospectus), or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Company will, pursuant to the provisions of Section 13(c) of this Agreement, reimburse Purchaser and each such underwriter and each such controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage or liability or action; provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by Purchaser or such underwriter or controlling person specifically for use in preparation thereof. (b) Purchaser shall indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 13(a)) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each underwriter of such Shares and each other person, if any, who controls Shares or such underwriter within the meaning of the Securities Act, from any losses, claims, damages or liabilities, joint or several, to which the Company, such directors or officers of the Company or such underwriter or controlling person may become subject under the Securities Act or otherwise insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by Purchaser specifically for use in preparation thereof. 11 (c) Within sixty (60) days after receipt by an indemnified party of notice of either a claim or the commencement of any action involving a claim referred to in the preceding paragraphs of this Section 13 such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; the failure of any indemnified party to give notice as provided herein shall relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 13, except where it can be established that the indemnifying party had prior actual notice of such claim or action. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. 14. Securities Laws. The parties hereto hereby acknowledge that they are aware that the United States securities laws prohibit any person who has material non-public information about a company from purchasing or selling securities of such company or communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities of such company. 15. Law Governing. This Agreement shall be governed by and construed in accordance with the laws of the State of New York including, without limitation, New York General Obligations Law Section 5-1401. The headings of the Sections hereof are inserted for convenience only and shall not be deemed to constitute a part thereof. 16. Jury Trial. THE PARTIES HERETO HEREBY WAIVE ANY RIGHTS TO A TRIAL BY JURY WITH RESPECT TO ANY MATTER RELATING TO THIS AGREEMENT. 17. Assignment. This Agreement may not be assigned by either party hereto without the prior written consent of the other party hereto, except that Purchaser may assign this Agreement to Fairfax Financial Holdings Limited and/or any one or more of Fairfax Financial Holdings Limited's (including without limitation Purchaser's) subsidiaries without the Company's prior written consent; provided that Purchaser shall remain liable for the obligations of Purchaser hereunder as if such assignment had not taken place. 18. Parties in Interest. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto. 19. Amendments. This Agreement may be amended, modified or terminated only by an instrument in writing signed by the Company and Purchaser. 12 20. Conveyance Taxes. Purchaser and the Company shall each be responsible for any stock transfer and stamp taxes or other similar taxes which become payable in connection with the sale of the Shares to Purchaser under this Agreement which are such party's obligation under applicable law. Purchaser and the Company shall execute and deliver all instruments and certificates necessary to enable the other party to make the necessary tax and other filings, if any. 21. Press Releases. Neither party shall issue any press release relating to the transactions contemplated hereby without having consulted in advance with the other party and the parties shall cooperate as to the timing and contents of any such press release, except in the event that such press release is required by law or regulations, or by the rules of any securities exchange on which securities of any of the parties hereto are listed or quoted and such consultation and cooperation is not reasonably practicable within the applicable time periods for issuing the release. 22. Notices. All notices, consents, requests, instructions, approvals and other communications provided herein shall be validly given or made (and shall be deemed to have been duly given or made upon receipt or delivery), if in writing and delivered personally or sent by nationally recognized overnight courier, by facsimile transmission (followed up by certified or registered mail, return receipt requested) or by registered or certified mail return receipt requested, (i) if to Purchaser c/o Fairfax Financial Holdings Limited, 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7, attention: Eric Salsberg, facsimile (416) 367-2201 with a copy to Shearman & Sterling, Commerce Court West, Suite 4405, P.O. Box 247, Toronto, Canada M5L IE8, attention: Brice T. Voran, facsimile (416) 360-2958 and (ii) if to the Company at Zenith National Insurance Corp. at 21255 Califa Street, Woodland Hills, California 91367, attention: Stanley R. Zax, facsimile (818) 713-0177 with a copy to Skadden, Arps, Slate, Meagher & Flom LLP, 300 South Grand Avenue, Suite 3400, Los Angeles, California 90071, attention: Jerome L. Coben, facsimile (213) 687-5600. 23. Miscellaneous. This Agreement may be executed concurrently in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Each counterpart may be delivered by facsimile transmission, which transmission shall be deemed delivery of an originally executed document. 24. Entire Agreement. This Agreement is intended by the parties as a final expression of their understandings and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. 25. Further Action. Each of the parties hereto shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable laws and regulations, and execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by this Agreement. Each party will consent to any proposal by the other party for structuring any aspect of the sale of the Shares in a manner which is advantageous to the party making the proposal if such proposal is neutral or advantageous to the party whose consent is sought (as determined by 13 the party whose consent is sought), provided that such proposal is reasonably feasible, is not contrary to applicable laws and regulations and will be at no cost to such party. INTENTIONALLY LEFT BLANK 14 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. ZENITH NATIONAL INSURANCE CORP. By: /s/ Stanley R. Zax ------------------------------------- Name: Stanley R. Zax Title: Chairman & President ODYSSEY REINSURANCE CORPORATION By: /s/ Donald L. Smith ------------------------------------- Name: Donald L. Smith Title: Senior Vice President 15 EX-2.4 4 t29198a1ex2-4.txt JOINT FILING AGREEMENT CUSIP NO. 989390109 EXHIBIT 2.4 AGREEMENT CONCERNING JOINT FILING OF SCHEDULE 13D The undersigned agree as follows: (i) each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and (ii) each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows of has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument. Dated November 23, 2001 v. PREM WATSA /s/ V. Prem Watsa ------------------------------------------ THE SIXTY TWO INVESTMENT COMPANY LIMITED By: /s/ V. Prem Watsa -------------------------------------- Name: V. Prem Watsa Title: President FAIRFAX FINANCIAL HOLDINGS LIMITED By: /s/ Eric P. Salsberg -------------------------------------- Name: Eric P. Salsberg Title: Vice President, Corporate Affairs ODYSSEY RE HOLDINGS LTD. By: /s/ Eric P. Salsberg -------------------------------------- Name: Eric P. Salsberg Title: Vice President ODYSSEY RE GROUP LTD. By: /s/ Eric P. Salsberg -------------------------------------- Name: Eric P. Salsberg Title: Vice President 2 FAIRFAX INC. By: /s/ Donald L. Smith -------------------------------------- Name: Donald L. Smith Title: Vice President TIG HOLDINGS, INC. By: /s/ William H. Huff -------------------------------------- Name: William H. Huff Title: Senior Vice President TIG INSURANCE GROUP By: /s/ William H. Huff -------------------------------------- Name: William H. Huff Title: Vice President TIG INSURANCE COMPANY By: /s/ William H. Huff -------------------------------------- Name: William H. Huff Title: Vice President ODYSSEY RE HOLDINGS CORP. By: /s/ Donald L. Smith -------------------------------------- Name: Donald L. Smith Title: Senior Vice President, General Counsel and Corporate Secretary 3 ODYSSEY AMERICA REINSURANCE CORPORATION By: /s/ Donald L. Smith -------------------------------------- Name: Donald L. Smith Title: Senior Vice President ODYSSEY REINSURANCE CORPORATION By: /s/ Donald L. Smith -------------------------------------- Name: Donald L. Smith Title: Senior Vice President CRUM & FORSTER HOLDINGS, INC. By: /s/ Mary Jane Robertson -------------------------------------- Name: Mary Jane Robertson Title: Exec. Vice President & Treasurer UNITED STATES FIRE INSURANCE COMPANY By: /s/ Mary Jane Robertson -------------------------------------- Name: Mary Jane Robertson Title: Exec. Vice Pres., Treasurer & CFO THE NORTH RIVER INSURANCE COMPANY By: /s/ Mary Jane Robertson -------------------------------------- Name: Mary Jane Robertson Title: Exec. Vice Pres., Treasurer & CFO 4 810679 ONTARIO LIMITED By: /s/ V. Prem Watsa -------------------------------------- Name: V. Prem Watsa Title: President 5 -----END PRIVACY-ENHANCED MESSAGE-----