-----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, HiFERX9i00pNxyEit0fqoKb0kZ0scwhu9StS/gQU677mTTIQ2ef2aGR40/6Bkzfw bo8RX57uYU0KlAgYV3TAzQ== 0000950123-09-044919.txt : 20090922 0000950123-09-044919.hdr.sgml : 20090922 20090922172352 ACCESSION NUMBER: 0000950123-09-044919 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090922 DATE AS OF CHANGE: 20090922 GROUP MEMBERS: 1109519 ONTARIO LIMITED GROUP MEMBERS: 810679 ONTARIO LIMITED GROUP MEMBERS: FAIRFAX FINANCIAL HOLDINGS LIMITED GROUP MEMBERS: FAIRFAX INC. GROUP MEMBERS: FFHL GROUP LTD. GROUP MEMBERS: ORH HOLDINGS INC. GROUP MEMBERS: THE SIXTY TWO INVESTMENT COMPANY LIMITED GROUP MEMBERS: TIG HOLDINGS, INC. GROUP MEMBERS: TIG INSURANCE COMPANY GROUP MEMBERS: TIG INSURANCE GROUP, INC. GROUP MEMBERS: UNITED STATES FIRE INSURANCE COMPANY GROUP MEMBERS: V. PREM WATSA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ODYSSEY RE HOLDINGS CORP CENTRAL INDEX KEY: 0001137048 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 522301683 STATE OF INCORPORATION: DE FISCAL YEAR END: 1207 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61705 FILM NUMBER: 091081331 BUSINESS ADDRESS: STREET 1: 300 FIRST STAMFORD PL CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2039778000 MAIL ADDRESS: STREET 1: 300 FIRST STAMFORD PL CITY: STAMFORD STATE: CT ZIP: 06902 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FAIRFAX FINANCIAL HOLDINGS LTD/ CAN CENTRAL INDEX KEY: 0000915191 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 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 o57150sc13dza.htm SC 13D/A SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
AMENDMENT NO. 11 TO

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Odyssey Re Holdings Corp.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
67612W108
(CUSIP Number)
Eric P. Salsberg
Vice President, Corporate Affairs
Fairfax Financial Holdings Limited
95 Wellington Street West, Suite 800
Toronto, Ontario, Canada, M5J 2N7
Telephone: (416) 367-4941
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
- With a copy to -
Christopher J. Cummings
Adam M. Givertz
Shearman & Sterling LLP
Commerce Court West
199 Bay Street, Suite 4405
Toronto, Ontario M5L 1E8
Telephone (416) 360-8484
September 18, 2009
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. o

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 

13D
                     
CUSIP No.
  
67612W108 
   Page  
2 
   of   
34 

 

           
1   NAMES OF REPORTING PERSON

V. Prem Watsa
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Canada
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   42,399,400
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    42,399,400
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  42,399,400
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  72.6%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN

2

 

13D
                     
CUSIP No.
  
67612W108 
   Page  
3 
   of   
34 

 

           
1   NAMES OF REPORTING PERSON

1109519 ONTARIO LIMITED
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Ontario, Canada
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   42,399,400
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    42,399,400
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  42,399,400
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  72.6%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

3

 

13D
                     
CUSIP No.
  
67612W108 
   Page  
4 
   of   
34 

 

           
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)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  British Columbia
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   42,399,400
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    42,399,400
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  42,399,400
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  72.6%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

4

 

13D
                     
CUSIP No.
  
67612W108 
   Page  
5 
   of   
34 

 

           
1   NAMES OF REPORTING PERSON

810679 ONTARIO LIMITED
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Ontario, Canada
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   42,399,400
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    42,399,400
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  42,399,400
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  72.6%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

5

 

13D
                     
CUSIP No.
  
67612W108 
   Page  
6 
   of   
34 

 

           
1   NAMES OF REPORTING PERSON

FAIRFAX FINANCIAL HOLDINGS LIMITED
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Canada
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   42,399,400
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    42,399,400
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  42,399,400
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  72.6%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

6

 

13D
                     
CUSIP No.
  
67612W108 
   Page  
7 
   of   
34 

 

           
1   NAMES OF REPORTING PERSON

FFHL GROUP LTD.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Canada
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   42,224,400
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    42,224,400
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  42,224,400
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  72.3%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

7

 

13D
                     
CUSIP No.
  
67612W108 
   Page  
8 
   of   
34 

 

           
1   NAMES OF REPORTING PERSON

FAIRFAX INC.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Wyoming
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   42,224,400
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    42,224,400
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  42,224,400
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  72.3%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

8

 

13D
                     
CUSIP No.
  
67612W108 
   Page  
9 
   of   
34 

 

           
1   NAMES OF REPORTING PERSON

TIG HOLDINGS, INC.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   40,833,333
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    40,833,333
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  40,833,333
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  69.9%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

9

 

13D
                     
CUSIP No.
  
67612W108 
   Page  
10 
   of   
34 

 

           
1   NAMES OF REPORTING PERSON

TIG INSURANCE GROUP, INC.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  California
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   40,833,333
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    40,833,333
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  40,833,333
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  69.9%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

10

 

13D
                     
CUSIP No.
  
67612W108 
   Page  
11 
   of   
34 

 

           
1   NAMES OF REPORTING PERSON

TIG INSURANCE COMPANY
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  California
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   10,833,508
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    10,833,508
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  10,833,508
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  18.5%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

11

 

13D
                     
CUSIP No.
  
67612W108 
   Page  
12 
   of   
34 

 

           
1   NAMES OF REPORTING PERSON

ORH HOLDINGS INC.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   6,166,667
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    6,166,667
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  6,166,667
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  10.6%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

12

 

13D
                     
CUSIP No.
  
67612W108 
   Page  
13 
   of   
34 

 

           
1   NAMES OF REPORTING PERSON

UNITED STATES FIRE INSURANCE COMPANY
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   4,955,009
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    4,955,009
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  4,955,009
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  8.5%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

13

 

          This Amendment No. 11 amends the Statement on Schedule 13D filed with the Securities and Exchange Commission on June 27, 2001 by V. Prem Watsa, The Sixty Two Investment Company Limited, Fairfax Financial Holdings Limited (“Fairfax”), Odyssey Re Holdings Ltd., Odyssey Re Group Ltd., Fairfax Inc., TIG Holdings, Inc., TIG Insurance Group, Inc., TIG Insurance Company, and ORH Holdings Inc., as amended by Amendment No. 1 thereto filed on March 7, 2003, by Amendment No. 2 thereto filed on November 23, 2004, by Amendment No. 3 thereto filed on October 12, 2005, by Amendment No. 4 thereto filed on December 27, 2005, by Amendment No. 5 thereto filed on February 28, 2006, by Amendment No. 6 thereto filed on August 21, 2006, by Amendment No. 7 thereto filed on November 17, 2006, by Amendment No. 8 thereto filed on December 8, 2006, by Amendment No. 9 thereto filed on December 20, 2006, and by Amendment No. 10 thereto filed on September 8, 2009 (such schedule, as amended, the “Schedule 13D”) in relation to shares of common stock (“Shares”), par value $0.01 per share, of Odyssey Re Holdings Corp. (“OdysseyRe”).
          Amendment No. 1 to the Schedule 13D related to the purchase by Fairfax, through a subsidiary, pursuant to a master note purchase agreement, dated as of March 3, 2003, of 4,300,000 outstanding Shares (the “2003 Purchased Shares”) in a private transaction. As consideration for the Purchased Shares, a subsidiary of Fairfax issued $78,045,000 aggregate principal amount of 3.15% Exchangeable Notes due February 28, 2010 (the “Old Exchangeable Notes”), exchangeable into 4,300,000 Shares.
          Amendment No. 2 to the Schedule 13D related to the purchase (the “2004 Purchase”) by a subsidiary of Fairfax of its $78,045,000 aggregate principal amount of Old Exchangeable Notes in a private transaction. As consideration, the subsidiary issued $100,964,000 aggregate principal amount of new 3.15% Exchangeable Notes due November 19, 2009 (the “New Exchangeable Notes”). The New Exchangeable Notes are exchangeable into 4,300,000 Shares. The Old Exchangeable Notes have been cancelled.
          Amendment No. 3 to the Schedule 13D related to the purchase (the “2005 Purchase”) by a subsidiary of Fairfax of 3,100,000 Shares in Odyssey Re Holdings Corp.’s underwritten public offering of 4,100,000 Shares made pursuant to Odyssey Re Holdings Corp.’s prospectus supplement dated October 6, 2005, filed with the Securities and Exchange Commission on October 7, 2005.
          Amendment No. 4 to the Schedule 13D related to the transfer (the “2005 Transfer”) by TIG Insurance Company, a wholly-owned subsidiary of Fairfax, of 7,744,125 Shares to TIG Insurance Group, Inc., another wholly-owned subsidiary of Fairfax, in exchange for all of the issued and outstanding shares of common stock of Fairmont Specialty Group, Inc., another wholly-owned subsidiary of Fairfax.
          Amendment No. 5 to the Schedule 13D related to the purchase (the “Purchase”) by Fairfax Inc., a wholly-owned subsidiary of Fairfax, of 1,000,000 Shares from TIG Insurance Company, another wholly-owned subsidiary of Fairfax.
          Amendment No. 6 to the Schedule 13D related to the purchase and cancellation by a subsidiary of Fairfax of $23,480,000 aggregate principal amount of New Exchangeable Notes.

14

 

          Amendment No. 7 to the Schedule 13D related to (i) a registered underwritten public offering of 9,000,000 Shares by certain subsidiaries of Fairfax and (ii) the delivery, on November 16, 2006, of 2,900,000 Shares by Fairfax Financial (US) LLC (“Fairfax LLC”) to the holder of the outstanding New Exchangeable Notes in exchange for such New Exchangeable Notes, following the exercise, pursuant to the terms of the New Exchangeable Notes, by such holder of its right to exchange such New Exchangeable Notes for such Shares.
          Amendment No. 8 to the Schedule 13D related to the sale by Fairfax Inc. and ORH Holdings Inc. of an aggregate of 9,000,000 Shares in a registered underwritten public offering, pursuant to a prospectus dated December 4, 2006, filed with the Securities and Exchange Commission on December 5, 2006. The sale (the “2006 Secondary Offering”) closed on December 8, 2006.
          Amendment No. 9 to the Schedule 13D related to the sale by Fairfax Inc. of 1,165,000 Shares pursuant to the exercise by the underwriters of their over-allotment option to purchase from Fairfax Inc. an additional 1,165,000 Shares in connection with the 2006 Secondary Offering.
          Amendment No. 10 to the Schedule 13D related to Fairfax’s proposal to acquire all of the outstanding Shares.
          This Amendment No. 11 to the Schedule 13D relates to (i) the execution of an Agreement and Plan of Merger by and among OdysseyRe, Fairfax and Fairfax Investments USA Corp., a Delaware corporation and a wholly owned subsidiary of Fairfax, and (ii) the execution of a Stockholder Support Agreement between Fairfax and Marshfield Associates, Inc.
          The following amendments to Items 3, 4, 5, 6 and 7 of the Schedule 13D are hereby made.
Item 3.   Source and Amount of Funds or Other Consideration.
          Item 3 of the Schedule 13D is hereby amended in its entirety to read as follows:
          “The total consideration to be paid in connection with the Offer described in Item 4 below is estimated to be approximately $1.0 billion. Fairfax intends to use the $983.0 million net proceeds from its previously completed public offering of its subordinate voting shares, together with available cash on hand, to fully fund the Offer and subsequent merger.”
Item 4.   Purpose of Transaction
          Item 4 of the Schedule 13D is hereby amended in its entirety to read as follows:
          “On September 18, 2009, OdysseyRe, Fairfax, and Fairfax Investments USA Corp., a Delaware corporation and a wholly owned subsidiary of Fairfax, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Fairfax will, as soon as practicable, commence a tender offer to acquire all of the outstanding Shares that Fairfax does not currently own for $65 in cash per Share (the “Offer”). On September 18, 2009, Fairfax and Marshfield Associates, Inc. (“Marshfield”) entered into a Stockholder Support Agreement

15

 

(the “Stockholder Support Agreement”) pursuant to which Marshfield agreed, subject to certain conditions, to tender all of the Shares over which it had management and control no later than five business days after the commencement of the Offer. As of the close of market on September 17, 2009 (subject to orders not yet reported to Marshfield by the custodians holding Shares), Marshfield had management and control over 2,739,247 Shares. Following the execution of the Merger Agreement and the Stockholder Support Agreement, OdysseyRe and Fairfax issued a joint press release, a copy of which is filed as Exhibit 11.2 to this Schedule 13D, and is incorporated by reference into this Item 4. A copy of the Merger Agreement is filed as Exhibit 11.3 to this Schedule 13D, and is incorporated by reference into this Item 4. A copy of the Stockholder Support Agreement is filed as Exhibit 11.4 to this Schedule 13D, and is incorporated by reference into this Item 4. The foregoing description of the Merger Agreement, the Stockholder Support Agreement, and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full texts of Merger Agreement, the Stockholder Support Agreement.
          The Offer and the transactions contemplated by the Merger Agreement and the Stockholder Support Agreement would result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition of additional securities of OdysseyRe, a merger or other extraordinary transaction involving OdysseyRe, changes to OdysseyRe’s charter, by-laws or instruments corresponding thereto, the delisting of the Shares from the New York Stock Exchange and the Shares becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act, and could result in a change to the present capitalization or dividend policy of OdysseyRe.
          The specific terms and conditions of the Offer will be set forth in an offer to purchase and other materials, any of which would be filed with the Securities and Exchange Commission.”
Item 5.   Interest in Securities of the Issuer
          Item 5 of the Schedule 13D is hereby amended in its entirety to read as follows:
          “(a)     Based on the most recent information available, the aggregate number and percentage of the Shares (the securities identified pursuant to Item 1 of this Schedule 13D) that are beneficially owned by each of the Reporting Persons is set forth in boxes 11 and 13 of the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.
          (b)     The number of Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.
          (c)     Except as described herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed in Annex A, B, C, D, E, F, G, H, I, J, K or L beneficially owns, or during the last 60 days has acquired or disposed of, any Shares.

16

 

          To the best knowledge of the Reporting Persons, the following persons beneficially own approximately the following amounts of Shares and have sole voting power and sole dispositive power with respect to such Shares, except that Mr. Griffiths shares voting and dispositive power over 5,000 of such Shares with Fourfourtwo Investments Limited, a company controlled by Mr. Griffiths (in each case the amount of Shares accounts for less than 1% of the total outstanding amount of Shares):
         
James F. Dowd
     14,695  
Andrew A. Barnard
     412,715  
Anthony F. Griffiths
     10,996  
Brandon W. Sweitzer
     7,986  
Donald L. Smith
     27,223  
          The Shares shown above for James F. Dowd, Andrew A. Barnard and Donald L. Smith include Shares acquired pursuant to OdysseyRe’s Employee Share Purchase Plan within the last 60 days.
          (d)     No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Shares held by the Reporting Persons other than each of the Reporting Persons.
          (e)     Not applicable.”
Item 6.   Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer
          The response to Item 4 above is hereby incorporated by reference in its entirety into this Item 6.
Item 7.   Material to be filed as Exhibits
          Item 7 of the Schedule 13D is hereby amended by the addition of the following exhibits to the end thereof:
  11.1   Joint filing agreement dated as of September 21, 2009 among V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, FFHL Group Limited, Fairfax Inc., TIG Holdings, Inc., TIG Insurance Group, Inc., TIG Insurance Company, ORH Holdings Inc., and United States Fire Insurance Company.
 
  11.2   Fairfax Financial Holdings Limited and Odyssey Re Holdings Corp., joint press release dated September 18, 2009 (incorporated by reference to the Schedule TO filed by Fairfax Financial Holdings Limited on September 18, 2009).

17

 

  11.3   Agreement and Plan of Merger, dated as of September 18, 2009, by and among Odyssey Re Holdings Corp., Fairfax Financial Holdings Limited and Fairfax Investments USA Corp. (incorporated by reference to Exhibit 2.01 to the Form 8-K filed by Odyssey Re Holdings Corp. on September 21, 2009).
 
  11.4   Stockholder Support Agreement, dated as of September 18, 2009, among Fairfax Financial Holdings Limited and Marshfield Associates, Inc.

18

 

SIGNATURES
          After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this statement with respect to such person is true, complete and correct.
          IN WITNESS WHEREOF, the undersigned has executed this instrument as of the 22nd day of September, 2009.
         
 
V. PREM WATSA

 		  
  /s/  V. Prem Watsa    
 
 
 
1109519 ONTARIO LIMITED
 
 		  
  By   /s/ V. Prem Watsa    
    Name:   V. Prem Watsa   
    Title:   President   
 
 
THE SIXTY TWO INVESTMENT COMPANY LIMITED
 
 		  
  By:   /s/  V. Prem Watsa    
    Name:   V. Prem Watsa   
    Title:   President   
 
 
810679 ONTARIO LIMITED
 
 		  
  By:   /s/  V. Prem Watsa    
    Name:   V. Prem Watsa   
    Title:   President   

19

 

         
 
FAIRFAX FINANCIAL HOLDINGS LIMITED
 
 		  
  By:   /s/  V. Prem Watsa    
    Name:   V. Prem Watsa   
    Title:   Chairman and Chief Executive Officer   
 
 
FFHL GROUP LTD.
 
 		  
  By:   /s/  V. Prem Watsa    
    Name:   V. Prem Watsa   
    Title:   Vice President   
 
 
FAIRFAX INC.
 
 		  
  By:   /s/  Eric Salsberg   
    Name:   Eric Salsberg   
    Title:   Vice President   
 
 
TIG HOLDINGS, INC.
 
 		  
  By:   /s/  John J. Bator    
    Name:   John J. Bator   
    Title:   Vice President, Chief Financial Officer and Treasurer   

20

 

         
 
TIG INSURANCE GROUP, INC.
 
 		  
  By:   /s/  John J. Bator    
    Name:   John J. Bator   
    Title:   Senior Vice President and Chief Financial Officer   
 
 
TIG INSURANCE COMPANY
 
 		  
  By:   /s/  John J. Bator    
    Name:   John J. Bator   
    Title:   Senior Vice President and Chief Financial Officer   
 
 
ORH HOLDINGS INC.
 
 		  
  By:   /s/  Eric Salsberg   
    Name:   Eric Salsberg   
    Title:   Vice President   
 
 
UNITED STATES FIRE INSURANCE COMPANY
 
 		  
  By:   /s/  Paul W. Bassaline    
    Name:   Paul W. Bassaline   
    Title:   Vice President   
 

21

 

Annex Index
     
Annex   Description
 
    
A
  Directors and Executive Officers of 1109519 Ontario Limited
 
    
B
  Directors and Executive Officers of The Sixty Two Investment Company Limited
 
    
C
  Directors and Executive Officers of 810679 Ontario Limited
 
    
D
  Directors and Executive Officers of Fairfax Financial Holdings Limited
 
    
E
  Directors and Executive Officers of FFHL Group Ltd.
 
    
F
  Directors and Executive Officers of Fairfax Inc.
 
    
G
  Directors and Executive Officers of TIG Holdings, Inc.
 
    
H
  Directors and Executive Officers of TIG Insurance Group, Inc.
 
    
I
  Directors and Executive Officers of TIG Insurance Company
 
    
J
  Directors and Executive Officers of ORH Holdings Inc.
 
    
K
  Directors and Executive Officers of United States Fire Insurance Company

22

 

ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS OF
1109519 ONTARIO LIMITED
          The following table sets forth certain information with respect to the directors and executive officers of 1109519 Ontario Limited.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any    
    Corporation or other Organization in    
Name   which such employment is conducted   Citizenship
 
    
V. Prem Watsa
(President and Director)
  Chairman and Chief Executive Officer,
Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7 		  Canadian
 
        
Eric P. Salsberg
(Assistant Secretary and Director)
  Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited 		  Canadian

23

 

ANNEX B
DIRECTORS AND EXECUTIVE OFFICERS OF
THE SIXTY TWO INVESTMENT COMPANY LIMITED
          The following table sets forth certain information with respect to the directors and executive officers of The Sixty Two Investment Company Limited.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any    
    Corporation or other Organization in    
Name   which such employment is conducted   Citizenship
 
    
V. Prem Watsa
(President and Director)
  Chairman and Chief Executive Officer,
Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7 		  Canadian
 
        
Eric P. Salsberg
(Assistant Secretary and Director)
  Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited 		  Canadian

24

 

ANNEX C
DIRECTORS AND EXECUTIVE OFFICERS OF
810679 ONTARIO LIMITED
          The following table sets forth certain information with respect to the directors and executive officers of 810679 Ontario Limited.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any    
    Corporation or other Organization in    
Name   which such employment is conducted   Citizenship
 
    
V. Prem Watsa
(President and Director)
  Chairman and Chief Executive Officer,
Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7 		  Canadian
 
        
Eric P. Salsberg
(Assistant Secretary and Director)
  Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited 		  Canadian

25

 

ANNEX D
DIRECTORS AND EXECUTIVE OFFICERS OF
FAIRFAX FINANCIAL HOLDINGS LIMITED
          The following table sets forth certain information with respect to the directors and executive officers of Fairfax Financial Holdings Limited.
         
    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)
  Chairman and Chief Executive Officer,
Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7 		  Canadian
 
        
Anthony F. Griffiths
(Director)
  Independent Business Consultant
Toronto, Ontario, Canada 		  Canadian
 
        
Robert J. Gunn
(Director)
  Independent Business Consultant
Toronto, Ontario, Canada 		  Canadian
 
        
Alan D. Horn
(Director)
  Chairman and Acting Chief Executive
Officer, Rogers Communications Inc.
333 Bloor Street East
Toronto, Ontario M4W 1G9 		  Canadian
 
        
David L. Johnston
(Director)
  President and Vice-Chancellor and
Professor, University of Waterloo
200 University Avenue West
Waterloo, Ontario N2L 3G1 		  Canadian
 
        
Brandon W. Sweitzer
(Director)
  Senior Fellow,
U.S. Chamber of Commerce
1615 H Street, NW
Washington, DC 20062 		  United States
 
        
Bradley P. Martin
(Vice President, Chief Operating Officer and Corporate Secretary)
  Vice President, Chief Operating
Officer and Corporate Secretary
Fairfax Financial Holdings Limited 		  Canadian
 
        
Greg Taylor
(Vice President and Chief Financial Officer)
  Vice President and Chief Financial Officer,
Fairfax Financial Holdings Limited 		  Canadian

26

 

         
    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)
  Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited 		  Canadian
 
        
Paul Rivett
(Vice President and Chief Legal Officer)
  Vice President and Chief Legal Officer,
Fairfax Financial Holdings Limited 		  Canadian

27

 

ANNEX E
DIRECTORS AND EXECUTIVE OFFICERS OF
FFHL GROUP LTD.
          The following table sets forth certain information with respect to the directors and executive officers of FFHL Group Ltd.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any    
    Corporation or other Organization in    
Name   which such employment is conducted   Citizenship
 
    
V. Prem Watsa
(President and Director)
  Chairman and Chief Executive Officer,
Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7 		  Canadian
 
        
Eric P. Salsberg
(Vice President and Director)
  Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited 		  Canadian
 
        
Bradley P. Martin
(Vice President and Secretary)
  Vice President, Chief Operating
Officer and Corporate Secretary
Fairfax Financial Holdings Limited 		  Canadian
 
        
Ronald Schokking
(Vice President and Director)
  Vice President, Finance,
Fairfax Financial Holdings Limited 		  Canadian
 
        
Paul Rivett
(Director)
  Vice President and Chief Legal Officer,
Fairfax Financial Holdings Limited 		  Canadian

28

 

ANNEX F
DIRECTORS AND EXECUTIVE OFFICERS OF
FAIRFAX INC.
          The following table sets forth certain information with respect to the directors and executive officers of Fairfax Inc.
         
    Present Principal Occupation or    
    Employment and the Name,    
    Principal Business and Address of    
    any Corporation or other    
    Organization in which such    
Name   employment is conducted   Citizenship
 
    
Eric P. Salsberg
(Vice President and Director)
  Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7 		  Canadian
 
        
James F. Dowd
(Chairman, President, Chief Executive Officer and Director)
  Chairman, President and Chief
Executive Officer, Fairfax Inc.
300 First Stamford Place
Stamford, Connecticut 06902 		  United States
 
        
John K. Cassil
(Vice President, Treasurer and Director)
  Vice President and Treasurer
Fairfax Inc. 		  United States
 
        
Bradley P. Martin
(Corporate Secretary)
  Vice President, Chief Operating
Officer and Corporate Secretary
Fairfax Financial Holdings Limited 		  Canadian

29

 

ANNEX G
DIRECTORS AND EXECUTIVE OFFICERS OF
TIG HOLDINGS, INC.
          The following table sets forth certain information with respect to the directors and executive officers of TIG Holdings, Inc.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any    
    Corporation or other Organization in    
Name   which such employment is conducted   Citizenship
 
    
V. Prem Watsa
(Chairman and Director)
  Chairman and Chief Executive Officer,
Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7 		  Canadian
 
        
James F. Dowd
(President and Director)
  Chairman, President and Chief
Executive Officer, Fairfax Inc.
300 First Stamford Place
Stamford, Connecticut 06902 		  United States
 
        
Bradley P. Martin
(Director)
  Vice President, Chief Operating
Officer and Corporate Secretary
Fairfax Financial Holdings Limited 		  Canadian
 
        
Nicholas C. Bentley
(Director)
  Chairman, President and Chief
Executive Officer,
TIG Insurance Company
c/o Riverstone Resources
250 Commercial St.
Suite 5000
Manchester, New Hampshire 03101 		  United Kingdom
 
        
John K. Cassil
(Director)
  Vice President and Treasurer,
Fairfax Inc. 		  United States
 
        
John J. Bator
(Vice President, Chief Financial Officer and Treasurer)
  Senior Vice President and Chief
Financial Officer,
TIG Insurance Company 		  United States

30

 

ANNEX H
DIRECTORS AND EXECUTIVE OFFICERS OF
TIG INSURANCE GROUP, INC.
          The following table sets forth certain information with respect to the directors and executive officers of TIG Insurance Group, Inc.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any    
    Corporation or other Organization    
    in which such employment is    
Name   conducted   Citizenship
 
    
John K. Cassil
(Chairman, Vice President and Director)
  Vice President and Treasurer
Fairfax Inc.
300 First Stamford Place
Stamford, Connecticut 06902 		  United States
 
        
James F. Dowd
(President and Director)
  Chairman, President and Chief
Executive Officer, Fairfax Inc. 		  United States
 
        
Nicholas C. Bentley
(Chief Executive Officer and Director)
  Chairman, President and Chief
Executive Officer,
TIG Insurance Company
c/o Riverstone Resources
250 Commercial St.
Suite 5000
Manchester, New Hampshire 03101 		  United Kingdom
 
        
Bradley P. Martin
(Director)
  Vice President, Chief Operating
Officer and Corporate Secretary
Fairfax Financial Holdings Limited 		  Canadian
 
        
John J. Bator
(Senior Vice President and Chief Financial Officer)
  Senior Vice President and Chief
Financial Officer,
TIG Insurance Company 		  United States
 
        
Charles G. Ehrlich
(Senior Vice President and Secretary)
  Senior Vice President and Secretary,
Riverstone Claims Management LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101 		  United States

31

 

ANNEX I
DIRECTORS AND EXECUTIVE OFFICERS OF
TIG INSURANCE COMPANY
          The following table sets forth certain information with respect to the directors and executive officers of TIG Insurance Company.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any    
    Corporation or other Organization    
    in which such employment is    
Name   conducted   Citizenship
 
    
Nicholas C. Bentley
(Chairman, President, Chief Executive Officer and Director)
  Chairman, President and Chief
Executive Officer,
TIG Insurance Company
c/o Riverstone Resources
250 Commercial St.
Suite 5000
Manchester, New Hampshire 03101 		  United Kingdom
 
        
John J. Bator
(Senior Vice President, Chief Financial Officer and Director)
  Senior Vice President and Chief
Financial Officer,
TIG Insurance Company 		  United States
 
        
Frank DeMaria
(Senior Vice
President, Director)
  Senior Vice President,
TIG Insurance Company 		  United States
 
        
Charles G. Ehrlich
(Senior Vice President, Secretary and Director)
  Senior Vice President and Secretary,
Riverstone Claims Management LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101 		  United States
 
        
Richard J. Fabian
(Senior Vice President and Director)
  Senior Vice President,
TIG Insurance Company 		  United States
 
        
John M. Parker
(Senior Vice President and Director)
  Senior Vice President,
TIG Insurance Company 		  United States

32

 

ANNEX J
DIRECTORS AND EXECUTIVE OFFICERS OF
ORH HOLDINGS INC.
          The following table sets forth certain information with respect to the directors and executive officers of ORH Holdings Inc.
         
    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)
  President and Chief Executive Officer,
Odyssey Re Holdings Corp.
300 First Stamford Place,
Stamford, Connecticut 06902 		  United States
 
        
Eric P. Salsberg
(Vice President and Director)
  Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario 		  Canadian
 
        
Bradley P. Martin
(Vice President and Director)
  Vice President, Chief Operating
Officer and Corporate Secretary
Fairfax Financial Holdings Limited 		  Canadian
 
        
Donald L. Smith
(Director)
  Senior Vice President, General
Counsel and Corporate Secretary,
Odyssey Re Holdings Corp. 		  United States

33

 

ANNEX K
DIRECTORS AND EXECUTIVE OFFICERS OF
UNITED STATES FIRE INSURANCE COMPANY
          The following table sets forth certain information with respect to the directors and executive officers of United States Fire Insurance Company.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any    
    Corporation or other Organization in    
Name   which such employment is conducted   Citizenship
 
    
Douglas M. Libby
(Chief Executive Officer, President, Chairman and Director)
  Chief Executive Officer and President,
Crum & Forster Holdings Corp. and
various other insurance subsidiaries
305 Madison Avenue
Morristown, NJ 07962 		  United States
 
        
Mary Jane Robertson
(Executive Vice President, Chief Financial Officer, Treasurer and Director)
  Executive Vice President, Chief
Financial Officer and Treasurer,
Crum & Forster Holdings Corp. and
various other insurance subsidiaries 		  United States
 
        
Dennis J. Hammer
(Senior Vice President, Controller and Director)
  Senior Vice President and Controller,
United States Fire Insurance Company 		  United States

34

 

Exhibit Index
     
Exhibit No.   Description
 
    
11.1
  Joint filing agreement dated as of September 21, 2009 among V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, FFHL Group Limited, Fairfax Inc., TIG Holdings, Inc., TIG Insurance Group, Inc., TIG Insurance Company, ORH Holdings Inc., and United States Fire Insurance Company.
 
    
11.2
  Fairfax Financial Holdings Limited and Odyssey Re Holdings Corp., joint press release dated September 18, 2009 (incorporated by reference to the Schedule TO filed by Fairfax Financial Holdings Limited on September 18, 2009).
 
    
11.3
  Agreement and Plan of Merger, dated as of September 18, 2009, by and among Odyssey Re Holdings Corp., Fairfax Financial Holdings Limited and Fairfax Investments USA Corp. (incorporated by reference to Exhibit 2.01 to the Form 8-K filed by Odyssey Re Holdings Corp. on September 21, 2009).
 
    
11.4
  Stockholder Support Agreement, dated as of September 18, 2009, among Fairfax Financial Holdings Limited and Marshfield Associates, Inc.

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EX-11.1 2 o57150exv11w1.htm EX-11.1 EX-11.1
Exhibit 11.1
CUSIP No. 67612W108
AGREEMENT CONCERNING JOINT FILING
OF AMENDMENT NO. 11 TO SCHEDULE 13D
          The undersigned agree as follows:
          (i) each of them is individually eligible to use 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 or 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 September 21, 2009

 

 

         
  V. PREM WATSA
 		  
  /s/ V. Prem Watsa    
 
  1109519 ONTARIO LIMITED
 		  
  By   /s/ V. Prem Watsa    
    Name:   V. Prem Watsa   
    Title:   President   
 
  THE SIXTY TWO INVESTMENT COMPANY LIMITED
 		  
  By:   /s/ V. Prem Watsa    
    Name:   V. Prem Watsa   
    Title:   President   
 
  810679 ONTARIO LIMITED
 		  
  By:   /s/ V. Prem Watsa    
    Name:   V. Prem Watsa   
    Title:   President   

 

 

         
         
  FAIRFAX FINANCIAL HOLDINGS LIMITED
 		  
  By:   /s/ V. Prem Watsa   
    Name:   V. Prem Watsa   
    Title:   Chairman and Chief Executive Officer   
 
  FFHL GROUP LTD.
 		  
  By:   /s/ V. Prem Watsa    
    Name:   V. Prem Watsa   
    Title:   Vice President   
 
  FAIRFAX INC.
 		  
  By:   /s/ Eric Salsberg   
    Name:   Eric Salsberg   
    Title:   Vice President   
 
  TIG HOLDINGS, INC.
 		  
  By:   /s/ John J. Bator    
    Name:   John J. Bator   
    Title:   Vice President, Chief Financial Officer and Treasurer   

 

 

         
         
  TIG INSURANCE GROUP, INC.
 		  
  By:   /s/ John J. Bator    
    Name:   John J. Bator   
    Title:   Senior Vice President and Chief Financial Officer   
 
  TIG INSURANCE COMPANY
 		  
  By:   /s/ John J. Bator    
    Name:   John J. Bator   
    Title:   Senior Vice President and Chief Financial Officer   
 
  ORH HOLDINGS INC.
 		  
  By:   /s/ Eric Salsberg   
    Name:   Eric Salsberg   
    Title:   Vice President   
 
  UNITED STATES FIRE INSURANCE COMPANY
 		  
  By:   /s/ Paul W. Bassaline    
    Name:   Paul W. Bassaline   
    Title:   Vice President   
 

 

EX-11.4 3 o57150exv11w4.htm EX-11.4 EX-11.4
Exhibit 11.4
STOCKHOLDER SUPPORT AGREEMENT
          STOCKHOLDER SUPPORT AGREEMENT, dated as of September 18, 2009 (this “Agreement”), among Fairfax Financial Holdings Limited, a Canadian corporation (“Fairfax”) and Marshfield Associates, Inc., a corporation organized under the laws of the District of Columbia (“Marshfield”).
          WHEREAS, as of the date hereof, Marshfield represents and warrants to Fairfax that, subject to Paragraph 1 below, Marshfield is an investment advisor for a number of clients with full discretionary power to act as agent and attorney-in-fact to buy and sell securities, options, warrants, other derivative securities and futures, and execute other related transactions and, as such, as of the close of the market on September 17, 2009 and subject to any orders not yet reported by the custodians holding such shares, it has the sole power to vote and full right, power and authority to sell, transfer and deliver, 2,739,247 shares of common stock, par value $0.01 per share (“Company Common Stock”), of Odyssey Re Holdings Corp., a Delaware corporation (the “Company”) held by Marshfield for its clients (all such shares of Company Common Stock and any shares of Company Common Stock of which ownership of record or the power to vote is hereafter acquired by Marshfield prior to the termination of this Agreement being referred to herein as the “Shares”); and
          WHEREAS, Fairfax is proposing to acquire all of the outstanding shares of common stock of the Company that it does not currently own by way of a tender offer and a subsequent merger (the “Transaction”);
          NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, Fairfax and Marshfield hereby agree as follows:
          1.     Tender of Shares. Promptly following the commencement of any cash tender offer by Fairfax to effect the Transaction (the “Offer”), Marshfield hereby agrees that it (a) shall tender, or cause to be tendered, in the Offer, as promptly as practicable but in any event within five business days of the commencement of the Offer, all of the Shares over which it has control pursuant to the terms of the Offer (including any increase in the purchase price in the Offer, and any other amendments or modifications in the Offer); provided, however, prior to acceptance of the Offer, upon any termination of any client agreement between Marshfield and one of its clients that results in Marshfield no longer having control over any such Shares, then this Agreement will no longer govern such Shares and will have no force and effect with respect to such Shares; and (b) shall not withdraw, or cause to be withdrawn, such Shares; provided, that pursuant to the Offer Fairfax offers a purchase price of no less than $65.00 per Share; provided further, that the Offer and the offer documents relating to the Offer shall contain terms customarily included in other similar transactions.
          2.     Transfer of Shares. Subject to Paragraph 1 above, Marshfield agrees that it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), lien, pledge, dispose of or otherwise encumber any of the Shares or otherwise agree to do any of the foregoing, (b) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Shares or (d) take any action that would make any representation or warranty of Marshfield herein untrue or incorrect in any material respect or have the effect of preventing or disabling Marshfield from performing its obligations hereunder.
          3.     Representations and Warranties of Marshfield. Marshfield hereby represents and warrants to Fairfax as follows:
          (a)     Marshfield is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Marshfield has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Marshfield and the consummation by Marshfield of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Marshfield are necessary to authorize this Agreement or to consummate

 

2

the transactions contemplated hereby. This Agreement has been duly executed and delivered by Marshfield and, assuming the due authorization, execution and delivery by Fairfax, constitutes the legal, valid and binding obligation of Marshfield, enforceable against Marshfield in accordance with its terms.
          (b)     The execution and delivery of this Agreement by Marshfield do not, and the performance of this Agreement by Marshfield will not, (A) conflict with or violate the Articles of Incorporation or By-laws or equivalent organizational documents of Marshfield, (B) assuming that all consents, approvals, authorizations and other actions described in subsection (iii) have been obtained and all filings and obligations described in subsection (iii) have been made, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Marshfield or by which any property or asset of Marshfield is bound or affected, or (C) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a mortgage, pledge, lien, security interest, conditional and installment sale agreement, charge, limitation on disposition, adverse claim of ownership or use or other encumbrance on any property or asset of Marshfield pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (B) and (C), for any such conflicts, violations, breaches, defaults or other occurrences as would not, individually or in the aggregate, prevent or materially delay the performance by Marshfield of any of its obligations pursuant to this Agreement.
          (c)     The execution and delivery of this Agreement by Marshfield do not, and the performance of this Agreement by Marshfield will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental authority, except (i) for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay the performance by Marshfield of any of its obligations pursuant to this Agreement.
          4.     Representations and Warranties of Fairfax. Fairfax hereby severally represents and warrants to Marshfield as follows:
          (a)     Fairfax is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Fairfax has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Fairfax and the consummation by Fairfax of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Fairfax are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Fairfax and, assuming the due authorization, execution and delivery by Marshfield, constitutes the legal, valid and binding obligation of Fairfax, enforceable against Fairfax in accordance with its terms.
          (b)     The execution and delivery of this Agreement by Fairfax do not, and the performance of this Agreement by Fairfax will not, (A) conflict with or violate the Articles of Incorporation or By-laws of Fairfax, (B) assuming that all consents, approvals, authorizations and other actions described in subsection (iii) have been obtained and all filings and obligations described in subsection (iii) have been made, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Fairfax or by which any property or asset of Fairfax is bound or affected, or (C) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a mortgage, pledge, lien, security interest, conditional and installment sale agreement, charge, limitation on disposition, adverse claim of ownership or use or other encumbrance on any property or asset of Fairfax pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Fairfax is a party or by which Fairfax or any property or asset of Fairfax is bound or affected, except, with respect to clauses (B) and (C), for any such conflicts, violations, breaches, defaults or other occurrences as would not, individually or in the aggregate, prevent or materially delay the performance by Fairfax of any of its obligations pursuant to this Agreement.

 

3

          (c)     The execution and delivery of this Agreement by Fairfax do not, and the performance of this Agreement by Fairfax will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental authority, except (i) for applicable requirements, if any, of the Exchange Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay the performance by Fairfax of any of its obligations pursuant to this Agreement.
          5.     Termination. The obligations of Marshfield under this Agreement shall terminate upon the earliest of (i) the effective time of the merger in the Transaction and (ii) 15 business days after the date of this Agreement if Fairfax has not commenced the Offer within 15 business days of this Agreement. Nothing in this Section 5 shall relieve any party of liability for any breach of this Agreement.
          6.     Miscellaneous. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated; provided, that Fairfax shall be responsible for all costs and expenses incurred in connection with the Offer; all notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by telecopy or e-mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at their addresses as specified on the signature page(s) of this Agreement; if any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party; this Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof; this Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise); this Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; the parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity; this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State; in no event shall Marshfield be obligated, as a result of this Agreement, to defend against any claim by any third party attempting to halt or delay the Transaction; this Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement; from time to time, at the request of Fairfax, in the case of Marshfield, or at the request of Marshfield, in the case of Fairfax, and without further consideration, each party shall execute and deliver or cause to be executed and delivered such additional documents and instruments and take all such further action as may be reasonably necessary or desirable to consummate the transactions contemplated by this Agreement; each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby.

 

          IN WITNESS WHEREOF, the parties have executed this Stockholders Support Agreement as of the date first written above.
         
  Fairfax Financial Holdings Limited
 
 		  
  /s/ Bradley P. Martin    
  Name:   Bradley P. Martin   
  Title:   Vice President & Chief Operating Officer  
  Address:   95 Wellington Street West, Suite 800
Toronto, ON M5J 2N7 		  
 
  MARSHFIELD ASSOCIATES, INC.
 
 		  
  /s/ Chris Niemczewski    
  Name:   Chris Niemczewski   
  Title:   President   
  Address:   21 Dupont Circle, N.W., Suite 500
Washington, DC 20036 		  
 

 

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