0001104659-15-010501.txt : 20150213 0001104659-15-010501.hdr.sgml : 20150213 20150213173002 ACCESSION NUMBER: 0001104659-15-010501 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: 1109519 ONTARIO LTD GROUP MEMBERS: 810679 ONTARIO LTD GROUP MEMBERS: CRUM & FORSTER HOLDINGS CORP. GROUP MEMBERS: FAIRFAX (US) INC. GROUP MEMBERS: FAIRFAX FINANCIAL HOLDINGS LTD GROUP MEMBERS: FFHL GROUP LTD. GROUP MEMBERS: ODYSSEY RE HOLDINGS CORP. GROUP MEMBERS: ODYSSEY REINSURANCE CO GROUP MEMBERS: ODYSSEY US HOLDINGS INC. GROUP MEMBERS: SIXTY TWO INVESTMENT CO LTD GROUP MEMBERS: TIG HOLDINGS, INC. GROUP MEMBERS: TIG INSURANCE CO GROUP MEMBERS: UNITED STATES FIRE INSURANCE CO GROUP MEMBERS: V. PREM WATSA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OVERSTOCK.COM, INC CENTRAL INDEX KEY: 0001130713 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 870634302 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78607 FILM NUMBER: 15616517 BUSINESS ADDRESS: STREET 1: 6350 SOUTH 3000 EAST CITY: SALT LAKE CITY STATE: UT ZIP: 84121 BUSINESS PHONE: 8019473100 MAIL ADDRESS: STREET 1: 6350 SOUTH 3000 EAST CITY: SALT LAKE CITY STATE: UT ZIP: 84121 FORMER COMPANY: FORMER CONFORMED NAME: OVERSTOCK COM INC DATE OF NAME CHANGE: 20001227 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 13G/A BUSINESS ADDRESS: STREET 1: FAIRFAX FINANCIAL HOLDINGS LTD STREET 2: 95 WELLINGTON ST WEST STE 800 CITY: TORONTO STATE: A6 ZIP: M5J 2N7 BUSINESS PHONE: 4163674941 MAIL ADDRESS: STREET 1: FAIRFAX FINANCIAL HOLDINGS LTD STREET 2: 95 WELLINGTON ST WEST STE 800 CITY: TORONTO STATE: A6 ZIP: M5J 2N7 FORMER COMPANY: FORMER CONFORMED NAME: FAIRFAX FINANCIAL HOLDINGS LTD DATE OF NAME CHANGE: 19931122 SC 13G/A 1 a15-4360_4sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G/A

 

(Amendment No. 7)*

 

Under the Securities Exchange Act of 1934

 

Overstock.com, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

690370101

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

 

The information required in 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 ("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).

 



 

CUSIP No. 690370101

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
V. PREM WATSA

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
CANADIAN

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
3,184,677

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
3,184,677

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,184,677

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
13.2%

 

 

12

Type of Reporting Person
IN

 

2



 

CUSIP No. 690370101

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
1109519 ONTARIO LIMITED

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
ONTARIO, CANADA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
3,184,677

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
3,184,677

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,184,677

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
13.2%

 

 

12

Type of Reporting Person
CO

 

3



 

CUSIP No. 690370101

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
THE SIXTY TWO INVESTMENT COMPANY LIMITED

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
BRITISH COLUMBIA, CANADA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
3,184,677

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
3,184,677

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,184,677

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
13.2%

 

 

12

Type of Reporting Person
CO

 

4



 

CUSIP No. 690370101

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
810679 ONTARIO LIMITED

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
ONTARIO, CANADA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
3,184,677

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
3,184,677

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,184,677

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
13.2%

 

 

12

Type of Reporting Person
CO

 

5



 

CUSIP No. 690370101

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
FAIRFAX FINANCIAL HOLDINGS LIMITED

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
CANADA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
3,184,677

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
3,184,677

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,184,677

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
13.2%

 

 

12

Type of Reporting Person
CO

 

6



 

CUSIP No. 690370101

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
FFHL GROUP LTD.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
CANADA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
3,184,677

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
3,184,677

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,184,677

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
13.2%

 

 

12

Type of Reporting Person
CO

 

7



 

CUSIP No. 690370101

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
FAIRFAX (US) INC.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
DELAWARE

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
3,184,677

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
3,184,677

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,184,677

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
13.2%

 

 

12

Type of Reporting Person
CO

 

8



 

CUSIP No. 690370101

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
ODYSSEY US HOLDINGS INC.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
DELAWARE

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
981,300

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
981,300

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
981,300

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
4.1%

 

 

12

Type of Reporting Person
CO

 

9



 

CUSIP No. 690370101

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
ODYSSEY RE HOLDINGS CORP.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
DELAWARE

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
981,300

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
981,300

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
981,300

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
4.1%

 

 

12

Type of Reporting Person
CO

 

10



 

CUSIP No. 690370101

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
ODYSSEY REINSURANCE COMPANY

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
CONNECTICUT

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
981,300

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
981,300

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
981,300

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
4.1%

 

 

12

Type of Reporting Person
IC

 

11



 

CUSIP No. 690370101

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
CRUM & FORSTER HOLDINGS CORP.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
DELAWARE

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
1,730,524

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,730,524

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,730,524

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
7.2%

 

 

12

Type of Reporting Person
CO

 

12



 

CUSIP No. 690370101

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
UNITED STATES FIRE INSURANCE COMPANY

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
DELAWARE

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
1,730,524

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,730,524

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,730,524

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
7.2%

 

 

12

Type of Reporting Person
IC

 

13



 

CUSIP No. 690370101

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
TIG HOLDINGS, INC.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
DELAWARE

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
472,853

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
472,853

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
472,853

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
2.0%

 

 

12

Type of Reporting Person
CO

 

14



 

CUSIP No. 690370101

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
TIG INSURANCE COMPANY

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
CALIFORNIA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
472,853

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
472,853

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
472,853

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
2.0%

 

 

12

Type of Reporting Person
IC

 

15



 

Item 1. (a)

 

Name of Issuer:
Overstock.com, Inc.

Item 1(b)

 

Address of Issuer’s Principal Executive Offices:
6350 South 3000 East, Salt Lake City, Utah, 84121

 

Item 2. (a)

 

Name of Person Filing:
This statement is being jointly filed by the following persons (collectively, the “Reporting Persons”):

 

1.     V. Prem Watsa, an individual;

 

2.     1109519 Ontario Limited (“1109519”), a corporation incorporated under the laws of Ontario;

 

3.     The Sixty Two Investment Company Limited (“Sixty Two”), a corporation incorporated under the laws of British Columbia;

 

4.     810679 Ontario Limited (“810679”), a corporation incorporated under the laws of Ontario;

 

5.     Fairfax Financial Holdings Limited (“Fairfax”), a corporation incorporated under the laws of Canada;

 

6.     FFHL Group Ltd. (“FFHL”), a corporation incorporated under the laws of Canada;

 

7.     Fairfax (US) Inc. (“Fairfax US”), a corporation incorporated under the laws of Delaware;

 

8.     Odyssey US Holdings Inc. (“Odyssey US”), a corporation incorporated under the laws of Delaware;

 

9.     Odyssey Re Holdings Corp. (“Odyssey Re”), a corporation incorporated under the laws of Delaware;

 

10.  Odyssey Reinsurance Company (“Odyssey”), a corporation incorporated under the laws of Connecticut;

 

11.  Crum & Forster Holdings Corp. (“Crum & Forster”), a corporation incorporated under the laws of Delaware;

 

12.  United States Fire Insurance Company (“US Fire”), a corporation incorporated under the laws of Delaware;

 

13.  TIG Holdings, Inc. (“TIGH”), a corporation incorporated under the laws of Delaware; and

 

14.  TIG Insurance Company (“TIG”), a corporation incorporated under the laws of California.

Item 2(b)

 

Address of Principal Business Office:
The addresses of the Reporting Persons are as follows:

 

1.     Mr. Watsa’s business address is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;

 

2.     The principal business address and principal office address of 1109519 is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;

 

3.     The principal business address and principal office address of Sixty Two is 1600 Cathedral Place, 925 West Georgia Street, Vancouver, British Columbia V6C 3L3;

 

16



 

 

 

4.     The principal business address and principal office address of 810679 is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;

 

5.     The principal business address and principal office address of Fairfax is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;

 

6.     The principal business address and principal office address of FFHL is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;

 

7.     The principal business address and principal office address of Fairfax US is 2850 Lake Vista Drive, Suite 150, Lewisville, Texas 75067;

 

8.     The principal business address and principal office address of Odyssey US is 300 First Stamford Place, Stamford, Connecticut 06902;

 

9.     The principal business address and principal office address of Odyssey Re is 300 First Stamford Place, Stamford, Connecticut 06902;

 

10.  The principal business address and principal office address of Odyssey is 300 First Stamford Place, Stamford, Connecticut 06902;

 

11.  The principal business address and principal office address of Crum & Forster is 305 Madison Avenue, Morristown, New Jersey 07962;

 

12.  The principal business address and principal office address of US Fire is 305 Madison Avenue, Morristown, New Jersey 07962;

 

13.  The principal business address and principal office address of TIGH is 250 Commercial Street, Suite 5000, Manchester, New Hampshire 03101; and

 

14.  The principal business address and principal office address of TIG is 250 Commercial Street, Suite 5000, Manchester, New Hampshire 03101.

 

17



 

Item 2(c)

 

Citizenship:
V. Prem Watsa is a citizen of Canada.

Item 2(d)

 

Title of Class of Securities:
Common Stock

Item 2(e)

 

CUSIP Number:
690370101

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person, in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

A non-US institution in accordance with §240.13d-1(b)(1)(ii)(J);

 

(k)

x

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

Item 4.

Ownership.

Based on the most recent information available, the aggregate number and percentage of the shares of common stock (the “Shares”) of Overstock.com, Inc. (“Overstock”) that are beneficially owned by each of the Reporting Persons is set forth in boxes 9 and 11 of the second part of the cover page to this Schedule 13G/A, and such information is incorporated herein by reference.

 

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 5, 6, 7 and 8, respectively, on the second part of the cover page to this Schedule 13G/A, and such information is incorporated herein by reference.

 

Neither the filing of this Schedule 13G/A nor the information contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, 1109519, Sixty Two, 810679, Fairfax, FFHL, Fairfax US, Odyssey US, Odyssey Re, Odyssey, Crum & Forster, US Fire, TIGH or TIG that such person is the beneficial owner of the Shares referred to

 

18



 

herein for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

See attached Exhibit No. 1.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

19



 

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: February 13, 2015

V. Prem Watsa

 

 

 

/s/ V. Prem Watsa

 

20



 

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: February 13, 2015

1109519 Ontario Limited

 

 

 

By:

/s/ V. Prem Watsa

 

 

Name: V. Prem Watsa

 

 

Title: President

 

21



 

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: February 13, 2015

The Sixty Two Investment Company Limited

 

 

 

By:

/s/ V. Prem Watsa

 

 

Name: V. Prem Watsa

 

 

Title: President

 

22



 

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: February 13, 2015

810679 Ontario Limited

 

 

 

By:

/s/ V. Prem Watsa

 

 

Name: V. Prem Watsa

 

 

Title: President

 

23



 

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: February 13, 2015

Fairfax Financial Holdings Limited

 

 

 

By:

/s/ Paul Rivett

 

 

Name: Paul Rivett

 

 

Title: President

 

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: February 13, 2015

FFHL Group Ltd.

 

 

 

By:

/s/ Paul Rivett

 

 

Name: Paul Rivett

 

 

Title: Director

 

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: February 13, 2015

Fairfax (US) Inc.

 

 

 

By:

/s/ Dorothy D. Whitaker

 

 

Name: Dorothy D. Whitaker

 

 

Title: Treasurer, Secretary and Director

 

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: February 13, 2015

Odyssey US Holdings Inc.

 

 

 

By:

/s/ Jan Christiansen

 

 

Name: Jan Christiansen

 

 

Title: Executive Vice 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: February 13, 2015

Odyssey Re Holdings Corp.

 

 

 

By:

/s/ Jan Christiansen

 

 

Name: Jan Christiansen

 

 

Title: Executive Vice President

 

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: February 13, 2015

Odyssey Reinsurance Company

 

 

 

By:

/s/ Kirk M. Reische

 

 

Name: Kirk M. Reische

 

 

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: February 13, 2015

Crum & Forster Holdings Corp.

 

 

 

By:

/s/ Paul W. Bassaline

 

 

Name:

Paul W. Bassaline

 

 

Title:

Senior Vice President, Chief Financial Officer, Treasurer and Director

 

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: February 13, 2015

United States Fire Insurance Company

 

 

 

By:

/s/ Paul W. Bassaline

 

Name:

Paul W. Bassaline

 

Title:

Senior Vice President, Chief Financial Officer, Treasurer and Director

 

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: February 13, 2015

TIG Holdings, Inc.

 

 

 

By:

/s/ Dorothy D. Whitaker

 

 

Name:

Dorothy D. Whitaker

 

 

Title:

Chairman, President and Secretary

 

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: February 13, 2015

TIG Insurance Company

 

 

 

By:

/s/ John J. Bator

 

 

Name:

John J. Bator

 

 

Title:

Senior Vice President, Chief Financial Officer, Treasurer and Director

 

33



 

Exhibit Index

 

Exhibit No.

 

Description

 

 

 

1

 

Members of filing group.

2

 

Joint Filing Agreement dated as of February 13, 2015 among V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, FFHL Group Ltd., Fairfax (US) Inc., Odyssey US Holdings Inc., Odyssey Re Holdings Corp., Odyssey Reinsurance Company, Crum & Forster Holdings Corp., United States Fire Insurance Company, TIG Holdings, Inc. and TIG Insurance Company.

 

34


EX-1 2 a15-4360_4ex1.htm EX-1

EXHIBIT 1

 

MEMBERS OF FILING GROUP

 

V. Prem Watsa

1109519 Ontario Limited

The Sixty Two Investment Company Limited

810679 Ontario Limited

Fairfax Financial Holdings Limited

FFHL Group Ltd.

Fairfax (US) Inc.

Odyssey US Holdings Inc.

Odyssey Re Holdings Corp.

Odyssey Reinsurance Company

Crum & Forster Holdings Corp.

United States Fire Insurance Company

TIG Holdings, Inc.

TIG Insurance Company

 


EX-2 3 a15-4360_4ex2.htm EX-2

EXHIBIT 2

 

CUSIP No. 690370101

 

AGREEMENT CONCERNING JOINT FILING

OF SCHEDULE 13G/A

 

The undersigned agree as follows:

 

(i) each of them is individually eligible to use the Schedule 13G/A to which this Exhibit is attached, and such Schedule 13G/A is filed on behalf of each of them; and

 

(ii) each of them is responsible for the timely filing of such Schedule 13G/A 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: February 13, 2015

 



 

 

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/ Paul Rivett

 

 

Name: Paul Rivett

 

 

Title: President

 

 

 

 

 

FFHL GROUP LTD.

 

 

 

 

 

By:

/s/ Paul Rivett

 

 

Name: Paul Rivett

 

 

Title: Director

 



 

 

FAIRFAX (US) INC.

 

 

 

 

 

By:

/s/ Dorothy Whitaker

 

 

Name: Dorothy Whitaker

 

 

Title: Treasurer, Secretary and Director

 

 

 

 

 

TIG HOLDINGS, INC.

 

 

 

 

 

By:

/s/ Dorothy D. Whitaker

 

 

Name: Dorothy D. Whitaker

 

 

Title: Chairman, President and Secretary

 



 

 

ODYSSEY US HOLDINGS INC.

 

 

 

 

 

By:

/s/ Jan Christiansen

 

 

Name: Jan Christiansen

 

 

Title: Executive Vice President

 

 

 

 

 

ODYSSEY RE HOLDINGS CORP.

 

 

 

 

 

By:

/s/ Jan Christiansen

 

 

Name: Jan Christiansen

 

 

Title: Executive Vice President

 



 

 

ODYSSEY REINSURANCE COMPANY

 

 

 

 

 

By:

/s/ Kirk M. Reische

 

 

Name: Kirk M. Reische

 

 

Title: Vice President

 



 

 

CRUM & FORSTER HOLDINGS CORP.

 

 

 

 

 

By:

/s/ Paul W. Bassaline

 

 

Name:

Paul W. Bassaline

 

 

Title:

Senior Vice President, Chief

 

 

 

Financial Officer, Treasurer

 

 

 

and Director

 

 

 

 

 

 

 

UNITED STATES FIRE INSURANCE COMPANY

 

 

 

 

 

By:

/s/ Paul W. Bassaline

 

 

Name:

Paul W. Bassaline

 

 

Title:

Senior Vice President, Chief

 

 

 

Financial Officer, Treasurer

 

 

 

and Director

 



 

 

TIG INSURANCE COMPANY

 

 

 

 

 

By:

/s/ John J. Bator

 

 

Name: John J. Bator

 

 

Title: Senior Vice President, Chief Financial Officer, Treasurer and Director