0001193125-13-327211.txt : 20130808 0001193125-13-327211.hdr.sgml : 20130808 20130808173033 ACCESSION NUMBER: 0001193125-13-327211 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130808 DATE AS OF CHANGE: 20130808 GROUP MEMBERS: 1109519 ONTARIO LTD GROUP MEMBERS: 810679 ONTARIO LTD GROUP MEMBERS: FAIRFAX FINANCIAL HOLDINGS LTD GROUP MEMBERS: SIXTY TWO INVESTMENT CO LTD GROUP MEMBERS: V. PREM WATSA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SAFETY INSURANCE HOLDINGS LTD CENTRAL INDEX KEY: 0000783603 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55381 FILM NUMBER: 131023294 BUSINESS ADDRESS: STREET 1: 31 QUEENS STREET STREET 2: 2ND FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 11 BUSINESS PHONE: 441-296-8560 MAIL ADDRESS: STREET 1: 31 QUEENS STREET STREET 2: 2ND FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 11 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN SAFETY INSURANCE GROUP LTD DATE OF NAME CHANGE: 19971218 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: 101728897 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: FAIRFAX FINANCIAL HOLDINGS LTD STREET 2: 95 WELLINGTON ST WEST STE 800 CITY: TORONTO STATE: A6 ZIP: M5K 1B1 BUSINESS PHONE: 4163674941 MAIL ADDRESS: STREET 1: FAIRFAX FINANCIAL HOLDINGS LTD STREET 2: 95 WELLINGTON ST WEST STE 800 CITY: TORONTO STATE: A6 ZIP: M5K 1B1 FORMER COMPANY: FORMER CONFORMED NAME: FAIRFAX FINANCIAL HOLDINGS LTD DATE OF NAME CHANGE: 19931122 SC 13D/A 1 d582237dsc13da.htm SC 13D/A SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

American Safety Insurance Holdings, Ltd.

(Name of Issuer)

 

 

Common Stock, $0.01 Par Value

(Title of Class of Securities)

G02995101

(CUSIP Number)

Paul Rivett

President

Fairfax Financial Holdings Limited

95 Wellington Street West, Suite 800

Toronto, Ontario, M5J 2N7

Tel: (416) 367-4941

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

- With a copy to -

Mile T. Kurta

Torys LLP

1114 Avenue of the Americas, 23rd Floor

New York, New York, 10036

Tel: (212) 880-6363

August 7, 2013

(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(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Act”) 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).

 

 

 

(Continued on following pages)

SCHEDULE 13D/A

 

CUSIP No. G02995101  

 

  1   

Names of Reporting Persons

 

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

 

    OO

  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

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7    

Sole Voting Power

 

     8   

Shared Voting Power

 

    1,001,301

     9   

Sole Dispositive Power

 

   10   

Shared Dispositive Power

 

    0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    1,001,301

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  ¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

    10.5%

14  

Type of Reporting Person

 

    IN

 

SCHEDULE 13D/A

 

CUSIP No. G02995101  

 

  1   

Names of Reporting Persons

 

1109519 ONTARIO LIMITED

  2  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

    OO

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

    ONTARIO, CANADA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7    

Sole Voting Power

 

     8   

Shared Voting Power

 

    1,001,301

     9   

Sole Dispositive Power

 

   10   

Shared Dispositive Power

 

    0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    1,001,301

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  ¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

    10.5%

14  

Type of Reporting Person

 

    CO

 

SCHEDULE 13D/A

 

CUSIP No. G02995101  

 

  1   

Names of Reporting Persons

 

THE SIXTY TWO INVESTMENT COMPANY LIMITED

  2  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

    OO

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

    BRITISH COLUMBIA, CANADA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7    

Sole Voting Power

 

     8   

Shared Voting Power

 

    1,001,301

     9   

Sole Dispositive Power

 

   10   

Shared Dispositive Power

 

    0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    1,001,301

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  ¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

    10.5%

14  

Type of Reporting Person

 

    CO

 

SCHEDULE 13D/A

 

CUSIP No. G02995101  

 

  1   

Names of Reporting Persons

 

810679 ONTARIO LIMITED

  2  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

    OO

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

    ONTARIO, CANADA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7    

Sole Voting Power

 

     8   

Shared Voting Power

 

    1,001,301

     9   

Sole Dispositive Power

 

   10   

Shared Dispositive Power

 

    0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    1,001,301

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  ¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

    10.5%

14  

Type of Reporting Person

 

    CO

 

SCHEDULE 13D/A

 

CUSIP No. G02995101  

 

  1   

Names of Reporting Persons

 

FAIRFAX FINANCIAL HOLDINGS LIMITED

  2  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

    OO

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  ¨

 

  6  

Citizenship or Place of Organization

 

    CANADA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7    

Sole Voting Power

 

     8   

Shared Voting Power

 

    1,001,301

     9   

Sole Dispositive Power

 

   10   

Shared Dispositive Power

 

    0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    1,001,301

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  ¨

 

13  

Percent of Class Represented by Amount in Row (11)

 

    10.5%

14  

Type of Reporting Person

 

    CO

 

EXPLANATORY NOTE

This Amendment No. 1 to Schedule 13D is being filed to reflect Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 7, 2013 (the “Amendment”), entered into among Fairfax Financial Holdings Limited (“Fairfax”), Fairfax Bermuda Holdings Ltd. (“Merger Sub”) and American Safety Insurance Holdings, Ltd. (the “Company”). Information reported in the original Schedule 13D remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 1.

 

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is amended and restated as follow:

The total consideration to be paid in connection with the Merger described in Item 4 below is estimated to be approximately $316 million plus expenses. Fairfax intends to finance the Merger with cash on hand.

 

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented as follow:

The Amendment to the Merger Agreement increases the Merger Consideration from $29.25 to $30.25. In addition, among other things, the Amendment provides for an increase in the termination fee that the Company has agreed to pay Fairfax under certain specified circumstances (including in connection with a “Superior Proposal” as defined in the Merger Agreement) from $9,186,000 to $13,400,000.

Other than as expressly modified pursuant to the Amendment, the Merger Agreement remains in full force and effect. The foregoing summary of certain provisions of the Amendment is not intended to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 17 to this Schedule 13D, and is incorporated by reference.in its entirety into this Item 4.

 

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 Statement is hereby amended to add the following exhibit:

 

Ex. 17    Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 7, 2013 (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Fairfax (File No. 001-14795) on August 8, 2013)

SIGNATURE

After reasonable inquiry and to the best of each undersigned’s knowledge and belief, the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

Dated: August 8, 2013

 

V. Prem Watsa

/s/ V. Prem Watsa

SIGNATURE

After reasonable inquiry and to the best of each undersigned’s knowledge and belief, the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

Dated: August 8, 2013

 

1109519 Ontario Limited
By:  

/s/ V. Prem Watsa

Name:   V. Prem Watsa
Title:   President

SIGNATURE

After reasonable inquiry and to the best of each undersigned’s knowledge and belief, the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

Dated: August 8, 2013

 

The Sixty Two Investment Company Limited
By:  

/s/ V. Prem Watsa

Name:   V. Prem Watsa
Title:   President

SIGNATURE

After reasonable inquiry and to the best of each undersigned’s knowledge and belief, the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

Dated: August 8, 2013

 

810679 Ontario Limited
By:  

/s/ V. Prem Watsa

Name:   V. Prem Watsa
Title:   President

SIGNATURE

After reasonable inquiry and to the best of each undersigned’s knowledge and belief, the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

Dated: August 8, 2013

 

Fairfax Financial Holdings Limited
By:  

/s/ V. Prem Watsa

Name:   V. Prem Watsa
Title:   Chief Executive Officer

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

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.

 

Name

  

Present Principal Occupation or

Employment and the Name, Principal

Business and Address of any Corporation

or other Organization in 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)

  

Vice President, Corporate Affairs, and

Corporate Secretary,

Fairfax Financial Holdings Limited

95 Wellington Street West

Suite 800

Toronto, Ontario M5J 2N7

    Canadian

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.

 

Name

   

Present Principal Occupation or

Employment and the Name, Principal

Business and Address of any Corporation

or other Organization in 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, and

Corporate Secretary,

Fairfax Financial Holdings Limited

95 Wellington Street West

Suite 800

Toronto, Ontario M5J 2N7

    Canadian

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.

 

Name

   

Present Principal Occupation or

Employment and the Name, Principal

Business and Address of any Corporation

or other Organization in 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)

   

Vice President, Corporate Affairs, and

Corporate Secretary,

Fairfax Financial Holdings Limited

95 Wellington Street West

Suite 800

Toronto, Ontario M5J 2N7

    Canadian

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.

 

Name

   

Present Principal Occupation or

Employment and the Name, Principal

Business and Address of any Corporation

or other Organization in 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 Griffiths

(Director)

   

Independent Business Consultant

Toronto, Ontario, Canada

    Canadian

Robert Gunn

(Director)

   

Independent Business Consultant

Toronto, Ontario, Canada

    Canadian

Brandon W. Weitzer

(Director)

   

Dean, School of Risk Management

St. John’s University

101 Murray Street

New York, NY 10007

    United States

Alan D. Horn

(Director)

   

Chairman, Rogers Communications Inc. and

President and Chief Executive Officer,

Rogers Telecommunications Limited

Toronto, Ontario, Canada

    Canadian

John R. V. Palmer

(Director)

   

Chairman of the Toronto Leadership Centre

65 Queen Street West, Suite 1240

Toronto, ON M5H 2M5

   

Timothy R. Price

(Director)

   

Chairman of Brookfield Funds, division of

Brookfield Asset Management Inc.

Brookfield Place, Suite 300

181 Bay Street

Toronto, ON M5J 2T3

    Canadian

John Varnell

(Vice President, Corporate Development)

   

Vice President, Corporate Development,

Fairfax Financial Holdings Limited

95 Wellington Street West

Suite 800

Toronto, Ontario M5J 2N7

    Canadian

Eric P. Salsberg

(Vice President, Corporate Affairs and Corporate Secretary)

   

Vice President, Corporate Affairs, and Corporate Secretary,

Fairfax Financial Holdings Limited

95 Wellington Street West

Suite 800

Toronto, Ontario M5J 2N7

    Canadian

Paul Rivett

(President)

   

President,

Fairfax Financial Holdings Limited

95 Wellington Street West

Suite 800

Toronto, Ontario M5J 2N7

    Canadian

Bradley P. Martin

(Vice President, Strategic Investments)

   

Vice President, Strategic Investments,

Fairfax Financial Holdings Limited

95 Wellington Street West

Suite 800

Toronto, Ontario M5J 2N7

    Canadian

David Bonham

(Vice President and Chief Financial Officer)

   

Vice President and Chief Financial Officer,

Fairfax Financial Holdings Limited

95 Wellington Street West

Suite 800

Toronto, Ontario M5J 2N7

    Canadian

Peter Clarke

(Vice President and Chief Risk Officer)

   

Vice President and Chief Risk Officer,

Fairfax Financial Holdings Limited

95 Wellington Street West

Suite 800

Toronto, Ontario M5J 2N7

    Canadian

Jean Cloutier

(Vice President, International Operations)

   

Vice President, International Operations,

Fairfax Financial Holdings Limited

95 Wellington Street West

Suite 800

Toronto, Ontario M5J 2N7

    Canadian

Vinodh Loganadhan

(Vice President, Administrative Services)

   

Vice President, Administrative Services,

Fairfax Financial Holdings Limited

95 Wellington Street West

Suite 800

Toronto, Ontario M5J 2N7

    United States

Exhibit Index

 

Exhibit
No.

   

Description

Ex. 1      Agreement and Plan of Merger, dated as of June 2, 2013, by and among Fairfax Financial Holdings Limited, Fairfax Bermuda Holdings Ltd. and the Company (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Fairfax (File No. 001-14795) on June 5, 2013)
Ex. 2      Voting Agreement, dated as of June 2, 2013, between Fairfax Financial Holdings Limited and David V. Brueggen
Ex. 3      Voting Agreement, dated as of June 2, 2013, between Fairfax Financial Holdings Limited and Harris K. Chorney
Ex. 4      Voting Agreement, dated as of June 2, 2013, between Fairfax Financial Holdings Limited and Stephen R. Crim
Ex. 5      Voting Agreement, dated as of June 2, 2013, between Fairfax Financial Holdings Limited and Lawrence I. Geneen
Ex. 6      Voting Agreement, dated as of June 2, 2013, between Fairfax Financial Holdings Limited and Mark W. Haushill
Ex. 7      Voting Agreement, dated as of June 2, 2013, between Fairfax Financial Holdings Limited and Ambuj Jain
Ex. 8      Voting Agreement, dated as of June 2, 2013, between Fairfax Financial Holdings Limited and Nicholas J. Pascall
Ex. 9      Voting Agreement, dated as of June 2, 2013, between Fairfax Financial Holdings Limited and Joseph D. Scollo, Jr.
Ex. 10    Voting Agreement, dated as of June 2, 2013, among Fairfax Financial Holdings Limited, Cody W. Birdwell and The Cody Birdwell Family Limited Partnership
Ex. 11    Voting Agreement, dated as of June 2, 2013, among Fairfax Financial Holdings Limited, Thomas W. Mueller and The Mark C. Mueller Trust
Ex. 12    Voting Agreement, dated as of June 2, 2013, between Fairfax Financial Holdings Limited and Steven L. Groot
Ex. 13    Voting Agreement, dated as of June 2, 2013, between Fairfax Financial Holdings Limited and The Thomas W. Mueller Trust
Ex. 14    Voting Agreement, dated as of June 2, 2013, between Fairfax Financial Holdings Limited and Lisbeth Lee Crim
Ex. 15    Voting Agreement, dated as of June 2, 2013, between Fairfax Financial Holdings Limited and Randolph L. Hutto
Ex. 16    Joint filing agreement dated as of June 11, 2013 between V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited and Fairfax Financial Holdings Limited.
Ex. 17    Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 7, 2013 (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Fairfax (File No. 001-14795) on August 8, 2013)