SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Research in Motion Limited
(Name of Issuer)
Common Shares
(Title of Class of Securities)
760975102
(CUSIP Number)
Paul Rivett
Vice President
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 -
Jason R. Lehner
Shearman & Sterling LLP
Commerce Court West
199 Bay Street, Suite 4405
Toronto, Ontario M5L 1E8
Telephone (416) 360-8484
July 4, 2012
(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 ¨.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Cusip No. 760975102 | Page 2 of 77 Pages |
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) ¨ (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
CANADIAN | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
| ||||
8 | SHARED VOTING POWER
51,854,700 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
51,854,700 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,854,700 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.9% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
Cusip No. 760975102 | Page 3 of 77 Pages |
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) ¨ (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
51,854,700 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
51,854,700 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,854,700 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.9% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
3
Cusip No. 760975102 | Page 4 of 77 Pages |
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) ¨ (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
51,854,700 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
51,854,700 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,854,700 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.9% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
4
Cusip No. 760975102 | Page 5 of 77 Pages |
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) ¨ (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
51,854,700 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
51,854,700 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,854,700 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.9% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
5
Cusip No. 760975102 | Page 6 of 77 Pages |
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) ¨ (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
51,854,700 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
51,854,700 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,854,700 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.9% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
6
Cusip No. 760975102 | Page 7 of 77 Pages |
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) ¨ (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
DELAWARE | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
| ||||
8 | SHARED VOTING POWER
5,843,251 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
5,843,251 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,843,251 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.1% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
7
Cusip No. 760975102 | Page 8 of 77 Pages |
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) ¨ (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
CALIFORNIA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
| ||||
8 | SHARED VOTING POWER
6,523,500 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
6,523,500 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,523,500 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.2% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
8
Cusip No. 760975102 | Page 9 of 77 Pages |
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
GENERAL FIDELITY INSURANCE COMPANY | |||||
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
SOUTH CAROLINA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
| ||||
8 | SHARED VOTING POWER
1,952,400 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
1,952,400 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,952,400 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.4% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
9
Cusip No. 760975102 | Page 10 of 77 Pages |
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
NORTHBRIDGE COMMERCIAL INSURANCE CORPORATION | |||||
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
1,134,800 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
1,134,800 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,134,800 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.2% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
10
Cusip No. 760975102 | Page 11 of 77 Pages |
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) ¨ (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
CONNECTICUT | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
| ||||
8 | SHARED VOTING POWER
19,970,400 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
19,970,400 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,970,400 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.8% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
11
Cusip No. 760975102 | Page 12 of 77 Pages |
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
ZENITH INSURANCE COMPANY | |||||
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
CALIFORNIA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
| ||||
8 | SHARED VOTING POWER
4,208,900 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
4,208,900 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,208,900 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.8% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
12
Cusip No. 760975102 | Page 13 of 77 Pages |
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
NORTHBRIDGE GENERAL INSURANCE CORPORATION | |||||
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
5,634,800 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
5,634,800 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,634,800 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.1% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
13
Cusip No. 760975102 | Page 14 of 77 Pages |
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
FEDERATED INSURANCE COMPANY OF CANADA | |||||
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
511,800 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
511,800 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
511,800 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
14
Cusip No. 760975102 | Page 15 of 77 Pages |
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
NORTHBRIDGE INDEMNITY INSURANCE CORPORATION | |||||
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
1,273,600 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
1,273,600 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,273,600 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
15
Cusip No. 760975102 | Page 16 of 77 Pages |
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
NORTHBRIDGE PERSONAL INSURANCE CORPORATION | |||||
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
1,205,600 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
1,205,600 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,205,600 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
16
Cusip No. 760975102 | Page 17 of 77 Pages |
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
CLEARWATER INSURANCE COMPANY | |||||
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
DELAWARE | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
| ||||
8 | SHARED VOTING POWER
3,313,649 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
3,313,649 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,313,649 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
17
Cusip No. 760975102 | Page 18 of 77 Pages |
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
ZENITH INSURANCE COMPANY | |||||
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
297,700 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
297,700 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
297,700 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
18
Cusip No. 760975102 | Page 19 of 77 Pages |
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
ADVENT UNDERWRITING 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
UNITED KINGDOM | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
| ||||
8 | SHARED VOTING POWER
2,560,000 | |||||
9 | SOLE DISPOSITIVE POWER
| |||||
10 | SHARED DISPOSITIVE POWER
2,560,000 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,560,000 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5% | |||||
14 |
TYPE OF REPORTING PERSON
CO |
19
Item 1. | Security and Issuer. |
The class of securities to which this statement relates is the Common Shares of Research in Motion Limited (RIM), without par value (the Shares). The address of the principal executive office of RIM is 295 Philip Street, Waterloo, Ontario N2L 3W8.
Item 2. | Identity and Background. |
This statement is being jointly filed by the following persons (collectively, the Reporting Persons):
1. | V. Prem Watsa, an individual, is a citizen of Canada and is the Chairman and Chief Executive Officer of Fairfax Financial Holdings Limited. Mr. Watsas business address is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7; |
2. | 1109519 Ontario Limited (1109519), a corporation incorporated under the laws of Ontario, is controlled by V. Prem Watsa. The principal business of 1109519 is as an investment holding company. The principal business and principal office address of 1109519 is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7; |
3. | The Sixty Two Investment Company Limited (Sixty Two), a corporation incorporated under the laws of British Columbia, is controlled by V. Prem Watsa. The principal business of Sixty Two is as an investment holding company. The principal business and principal office address of Sixty Two is 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia, Canada, V6C 3L3; |
4. | 810679 Ontario Limited (810679), a corporation incorporated under the laws of Ontario, is controlled by V. Prem Watsa. The principal business of 810679 is as an investment holding company. The principal business and principal office address of 810679 is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7; |
5. | Fairfax Financial Holdings Limited (Fairfax and, together with its subsidiaries, the Fairfax Group of Companies), a corporation incorporated under the laws of Canada, is controlled by V. Prem Watsa. Fairfax is a financial services holding company. The principal business and principal office address of Fairfax is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7; |
6. | United States Fire Insurance Company (US Fire), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. The principal business of US Fire is property/casualty insurance. The principal business and principal office address of US Fire is 305 Madison Ave., Morristown, New Jersey 07962; |
20
7. | TIG Insurance Company (TIG), a corporation incorporated under the laws of California, is a wholly-owned subsidiary of Fairfax. The principal business of TIG is property/casualty insurance. The principal business and principal office address of TIG is 250 Commercial Street, Suite 5000, Manchester, NH 03101; |
8. | General Fidelity Insurance Company (General Fidelity), a corporation incorporated under the laws of South Carolina, is a wholly-owned subsidiary of TIG. The principal business of General Fidelity is property/casualty insurance. The principal business address and principal office address of General Fidelity is 250 Commercial Street, Suite 5000, Manchester, New Hampshire 03101; |
9. | Northbridge Commercial Insurance Corporation (formerly Markel Insurance Company of Canada) (Northbridge Commercial), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. The principal business of Northbridge Commercial is property/casualty insurance. The principal business address and principal office address of Northbridge Commercial is 55 University Avenue, Suite 1500, Toronto, Ontario, Canada, M5J 2H7; |
10. | Odyssey Reinsurance Company (Odyssey Reinsurance), a corporation incorporated under the laws of Connecticut, is a wholly-owned subsidiary of Fairfax. The principal business of ORC is reinsurance. The principal business and principal office address of Odyssey Reinsurance is 300 First Stamford Place, Stamford, Connecticut 06902; |
11. | Zenith Insurance Company (Zenith), a corporation incorporated under the laws of California, is a wholly-owned subsidiary of Fairfax. The principal business of Zenith is workers compensation insurance. The principal business and principal office address of Zenith is 21255 Califa Street, Woodland Hills, California 91367-5021; |
12. | Northbridge General Insurance Corporation (formerly Lombard General Insurance Company of Canada) (Northbridge General), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. The principal business of Northbridge General is property/casualty insurance. The principal business address and principal office address of Northbridge General is 105 Adelaide Street West, 3rd Floor, Toronto, Ontario, Canada M5H 1P9; |
13. | Federated Insurance Company of Canada (Federated), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of |
21
Fairfax. The principal business of Federated is property/casualty insurance. The principal business address and principal office address of Federated is 717 Portage Ave., Winnipeg, Manitoba, Canada, R3C 3C9; |
14. | Northbridge Indemnity Insurance Corporation (formerly Commonwealth Insurance Company) (Northbridge Indemnity), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. The principal business of Northbridge Indemnity is property/casualty insurance. The principal business address and principal office address of Northbridge Indemnity is 595 Burrard Street, Suite 1500, Box 49115 Bentall Tower III, Vancouver, British Columbia, Canada, V7X 1G4; |
15. | Northbridge Personal Insurance Corporation (formerly Lombard Insurance Company) (Northbridge Personal), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Northbridge General. The principal business of Northbridge Personal is property/casualty insurance. The principal business address and principal office address of Northbridge Personal is 105 Adelaide Street West, 3rd Floor, Toronto, Ontario, Canada M5H 1P9; |
16. | Clearwater Insurance Company (Clearwater), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. The principal business of Clearwater is reinsurance. The principal business and principal office address of Clearwater is 300 First Stamford Place, Stamford, Connecticut 06902; |
17. | Zenith Insurance Company (ZIC), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. The principal business of ZIC property and casualty insurance. The principal business address and principal office address of ZIC is 105 Adelaide Street West, 3rd Floor, Toronto, Ontario, Canada M5H 1P9; and |
18. | Advent Underwriting Limited (Advent), a corporation incorporated under the laws of the United Kingdom, is a wholly-owned subsidiary of Fairfax. The principal business of Advent is property and casualty insurance. The principal business address and principal office address of Advent is 2 Minster Court, Mincing Lane, London EC3R 7BB. |
Neither the filing of this Schedule 13D nor the information contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, 1109519, Sixty Two, 810679, Fairfax, US Fire, TIG, General Fidelity, Northbridge Commercial, Odyssey Reinsurance, Zenith, Northbridge General, Federated, Northbridge Indemnity, Northbridge Personal, Clearwater, ZIC or Advent that it is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), or for any other purpose, and such beneficial ownership is expressly disclaimed.
22
The name, present principal occupation or employment and name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each director and executive officer of each of the Reporting Persons is set forth in Annex A, B, C, D, E, F, G, H, I, J, K, L, M, N, O, P or Q as the case may be, and such Annexes are incorporated herein by reference.
Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, the Reporting Persons have agreed to file jointly one statement with respect to their ownership of the Shares.
During the last five years, none of the Reporting Persons, and, to the best of each such Reporting Persons knowledge, none of the executive officers or directors of such Reporting Person have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. | Source and Amount of Funds or Other Consideration. |
The source of the funds for the purchase of the Shares beneficially owned by the Reporting Persons was cash on hand from existing investment portfolios.
Item 4. | Purpose of Transaction. |
The Reporting Persons acquired the Shares for investment purposes. One or more entities within the Fairfax Group of Companies, including one or more of the Reporting Persons, may determine to purchase additional securities of RIM in the open market or otherwise, depending upon price, market conditions, availability of funds, evaluation of alternative investments and other factors. While none of the Reporting Persons has any present plans to sell any Shares or other securities of RIM, one or more of them could determine, based upon the same set of factors listed above with respect to purchases, to sell some or all of such securities. The Reporting Persons have no intention to effect any of the transactions specified in Item 4 of Schedule 13D.
Item 5. | Interest in Securities of the Issuer. |
(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) Except as described below, the numbers of Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power 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.
23
To the best knowledge of the Reporting Persons, the following persons beneficially own the following amounts of Shares and have sole voting power and sole dispositive power with respect to such Shares.
Trevor Ambridge |
9,000 | |||
David Bonham |
1,000 | |||
Nina L. Caroselli |
300 | |||
Jan Christiansen |
3,500 | |||
Peter Clarke |
436 | |||
Jean Cloutier |
2,000 | |||
Timothy R. Price |
4,000 | |||
Paul Rivett |
2,000 | |||
Brandon W. Sweitzer |
3,000 | |||
Michael G. Wacek |
5,600 |
(c) Except as described herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed in Annex A, B, C, D, E, F, G, H, I, J, K, L, M, N, O, P or Q beneficially owns, or has acquired or disposed of, any Shares during the last 60 days.
To the best knowledge of the Reporting Persons, the following Shares were purchased in the open market during the last 60 days:
Name |
Date |
Amount | Price Per Share |
|||||||
United States Fire Insurance Company |
July 4, 2012 | 250,000 | US$ | 7.3460 | ||||||
United States Fire Insurance Company |
July 5, 2012 | 349,100 | US$ | 7.6589 | ||||||
United States Fire Insurance Company |
July 5, 2012 | 290,900 | US$ | 7.7100 | ||||||
United States Fire Insurance Company |
July 5, 2012 | 673,300 | US$ | 7.5657 | ||||||
United States Fire Insurance Company |
July 6, 2012 | 517,300 | US$ | 7.9103 | ||||||
United States Fire Insurance Company |
July 6, 2012 | 594,200 | US$ | 8.0770 | ||||||
United States Fire Insurance Company |
July 6, 2012 | 325,200 | US$ | 8.0003 | ||||||
TIG Insurance Company |
July 5, 2012 | 868,600 | US$ | 7.5105 | ||||||
TIG Insurance Company |
July 5, 2012 | 256,000 | US$ | 7.6589 |
24
TIG Insurance Company |
July 5, 2012 | 213,300 | US$ | 7.7100 | ||||||
TIG Insurance Company |
July 5, 2012 | 493,800 | US$ | 7.5657 | ||||||
TIG Insurance Company |
July 6, 2012 | 132,600 | US$ | 7.9103 | ||||||
TIG Insurance Company |
July 6, 2012 | 152,300 | US$ | 8.0770 | ||||||
TIG Insurance Company |
July 6, 2012 | 83,400 | US$ | 8.0003 | ||||||
General Fidelity Insurance Company |
July 5, 2012 | 394,800 | US$ | 7.5105 | ||||||
General Fidelity Insurance Company |
July 5, 2012 | 116,400 | US$ | 7.6589 | ||||||
General Fidelity Insurance Company |
July 5, 2012 | 97,000 | US$ | 7.7100 | ||||||
General Fidelity Insurance Company |
July 5, 2012 | 224,400 | US$ | 7.5657 | ||||||
General Fidelity Insurance Company |
July 6, 2012 | 60,300 | US$ | 7.9103 | ||||||
General Fidelity Insurance Company |
July 6, 2012 | 69,300 | US$ | 8.0770 | ||||||
General Fidelity Insurance Company |
July 6, 2012 | 37,800 | US$ | 8.0003 | ||||||
Odyssey Reinsurance Company |
July 4, 2012 | 1,118,100 | US$ | 7.3460 | ||||||
Odyssey Reinsurance Company |
July 5, 2012 | 1,792,100 | US$ | 7.6589 | ||||||
Odyssey Reinsurance Company |
July 5, 2012 | 1,493,400 | US$ | 7.7100 | ||||||
Odyssey Reinsurance Company |
July 5, 2012 | 3,456,300 | US$ | 7.5657 | ||||||
Odyssey Reinsurance Company |
July 6, 2012 | 2,277,900 | US$ | 7.9103 | ||||||
Odyssey Reinsurance Company |
July 6, 2012 | 2,616,600 | US$ | 8.0770 | ||||||
Odyssey Reinsurance Company |
July 6, 2012 | 1,431,800 | US$ | 8.0003 | ||||||
Zenith Insurance Company, a California corporation |
July 4, 2012 | 243,400 | US$ | 7.3460 | ||||||
Zenith Insurance Company, a California corporation |
July 5, 2012 | 151,300 | US$ | 7.6589 | ||||||
Zenith Insurance Company, a California corporation |
July 5, 2012 | 126,100 | US$ | 7.7100 |
25
Zenith Insurance Company, a California corporation |
July 5, 2012 | 291,800 | US$ | 7.5657 | ||||||
Zenith Insurance Company, a California corporation |
July 6, 2012 | 175,500 | US$ | 7.9103 | ||||||
Zenith Insurance Company, a California corporation |
July 6, 2012 | 201,600 | US$ | 8.0770 | ||||||
Zenith Insurance Company, a California corporation |
July 6, 2012 | 110,300 | US$ | 8.0003 | ||||||
Clearwater Insurance Company |
July 4, 2012 | 179,700 | US$ | 7.3460 | ||||||
Clearwater Insurance Company |
July 5, 2012 | 186,200 | US$ | 7.6589 | ||||||
Clearwater Insurance Company |
July 5, 2012 | 155,200 | US$ | 7.7100 | ||||||
Clearwater Insurance Company |
July 5, 2012 | 359,100 | US$ | 7.5657 | ||||||
Clearwater Insurance Company |
July 6, 2012 | 259,200 | US$ | 7.9103 | ||||||
Clearwater Insurance Company |
July 6, 2012 | 297,700 | US$ | 8.0770 | ||||||
Clearwater Insurance Company |
July 6, 2012 | 162,900 | US$ | 8.0003 | ||||||
Advent Underwriting Limited |
July 5, 2012 | 118,500 | US$ | 7.5105 | ||||||
Advent Underwriting Limited |
July 5, 2012 | 34,900 | US$ | 7.6589 | ||||||
Advent Underwriting Limited |
July 5, 2012 | 29,100 | US$ | 7.7100 | ||||||
Advent Underwriting Limited |
July 5, 2012 | 67,300 | US$ | 7.5657 | ||||||
Advent Underwriting Limited |
July 6, 2012 | 18,100 | US$ | 7.9103 | ||||||
Advent Underwriting Limited |
July 6, 2012 | 20,700 | US$ | 8.0770 | ||||||
Advent Underwriting Limited |
July 6, 2012 | 11,400 | US$ | 8.0003 | ||||||
Advent Underwriting Limited |
July 5, 2012 | 386,900 | US$ | 7.5105 | ||||||
Advent Underwriting Limited |
July 5, 2012 | 114,000 | US$ | 7.6589 | ||||||
Advent Underwriting Limited |
July 5, 2012 | 95,000 | US$ | 7.7100 | ||||||
Advent Underwriting Limited |
July 5, 2012 | 219,900 | US$ | 7.5657 |
26
Advent Underwriting Limited |
July 6, 2012 | 59,100 | US$ | 7.9103 | ||||||
Advent Underwriting Limited |
July 6, 2012 | 67,900 | US$ | 8.0770 | ||||||
Advent Underwriting Limited |
July 6, 2012 | 37,200 | US$ | 8.0003 | ||||||
Fairfax Financial Holdings Limited |
July 4, 2012 | 50,000 | C$ | 7.3369 | ||||||
Fairfax Financial Holdings Limited |
July 5, 2012 | 390,000 | C$ | 7.4947 | ||||||
Trevor Ambridge |
July 9, 2012 | 1,000 | C$ | 7.84 | ||||||
Trevor Ambridge |
July 9, 2012 | 1,000 | C$ | 8.149 | ||||||
Trevor Ambridge |
July 9, 2012 | 2,000 | C$ | 8.4121 | ||||||
Jean Cloutier |
July 9, 2012 | 1,000 | C$ | 7.989 |
To the best knowledge of the Reporting Persons, the following Shares were sold in the open market during the last 60 days:
Jane Gardner |
July 4, 2012 | 65 | C$ | 7.441 | ||||||
Jane Gardner |
July 5, 2012 | 204 | C$ | 7.561 | ||||||
Michael G. Wacek |
June 12, 2012 | 1,000 | US$ | 10.40 |
(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 |
Item 4 is hereby incorporated by reference into this Item 6.
Item 7. | Material to be Filed as Exhibits. |
The following is filed herewith as an exhibit:
Ex. 1: | Joint filing agreement dated as of July 17, 2012 among V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, United States Fire Insurance Company, TIG Insurance Company, General Fidelity Insurance Company, Northbridge Commercial Insurance Corporation, Odyssey Reinsurance Company, Zenith Insurance Company, a California corporation, Northbridge General Insurance Corporation, Federated Insurance Company of Canada, Northbridge Indemnity Insurance Company, Northbridge Personal Insurance Corporation, Clearwater Insurance Company, Zenith Insurance Company, a Canadian corporation and Advent Underwriting Limited. |
27
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2012 | V. Prem Watsa | |
/s/ V. Prem Watsa |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2012 | 1109519 Ontario Limited | |||||
By: | /s/ V. Prem Watsa | |||||
Name: | V. Prem Watsa | |||||
Title: | President |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2012 | 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 the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2012 | 810679 Ontario Limited | |||||||
By: | /s/ V. Prem Watsa | |||||||
Name: | V. Prem Watsa | |||||||
Title: | President |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2012 | Fairfax Financial Holdings Limited | |||||||
By: | /s/ John Varnell | |||||||
Name: | John Varnell | |||||||
Title: | Vice President and Chief Financial Officer |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2012 | United States Fire Insurance Company | |||||||
By: | /s/ Paul Bassaline | |||||||
Name: | Paul Bassaline | |||||||
Title: | VP and Controller |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2012 | TIG Insurance Company | |||||||
By: | /s/ Nicholas C. Bentley | |||||||
Name: | Nicholas C. Bentley | |||||||
Title: | Chairman, President and Chief Executive Officer |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2012 | General Fidelity Insurance Company | |||||||
By: | /s/ Nicholas C. Bentley | |||||||
Name: | Nicholas C. Bentley | |||||||
Title: | Chairman, President and Chief Executive Officer |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2012 | Northbridge Commercial Insurance Corporation | |||||||
By: | /s/ Craig Pinnock | |||||||
Name: | Craig Pinnock | |||||||
Title: | CFO |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2012 | Odyssey Reinsurance Company | |||||||
By: | /s/ Kirk M. Reische | |||||||
Name: | Kirk M. Reische | |||||||
Title: | Vice President |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2012 | Zenith Insurance Company, a Canadian corporation | |||||||
By: | /s/ Craig Pinnock | |||||||
Name: | Craig Pinnock | |||||||
Title: | CFO |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2012 | Northbridge General Insurance Corporation | |||||||
By: | /s/ Craig Pinnock | |||||||
Name: | Craig Pinnock | |||||||
Title: | CFO |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2012 | Federated Insurance Company of Canada | |||
By: | /s/ Craig Pinnock | |||
Name: Craig Pinnock | ||||
Title: CFO |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2012 | Northbridge Indemnity Insurance Corporation | |||
By: | /s/ Craig Pinnock | |||
Name: Craig Pinnock | ||||
Title: CFO |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2012 | Northbridge Personal Insurance Corporation | |||
By: | /s/ Craig Pinnock | |||
Name: Craig Pinnock | ||||
Title: CFO |
42
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2012 | Clearwater Insurance Company | |||
By: | /s/ Kirk M. Reische | |||
Name: Kirk M. Reische | ||||
Title: Vice President |
43
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2012 | Zenith Insurance Company, a California corporation | |||
By: | /s/ Michael Jansen | |||
Name: | Michael Jansen | |||
Title: | EVP and General Counsel |
44
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2012 | Advent Underwriting Limited | |||
By: | /s/ Neil Ewing | |||
Name: Neil Ewing | ||||
Title: Company Secretary |
45
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 United States Fire Insurance Company | |
F | Directors and Executive Officers of TIG Insurance Company | |
G | Directors and Executive Officers of General Fidelity Insurance Company | |
H | Directors and Executive Officers of Northbridge Commercial Insurance Corporation | |
I | Directors and Executive Officers of Odyssey Reinsurance Company | |
J | Directors and Executive Officers of Zenith Insurance Company, a California corporation | |
K | Directors and Executive Officers of Northbridge General Insurance Corporation | |
L | Directors and Executive Officers of Federated Insurance Company of Canada | |
M | Directors and Executive Officers of Northbridge Indemnity Insurance Corporation | |
N | Directors and Executive Officers of Northbridge Personal Insurance Corporation | |
O | Directors and Executive Officers of Clearwater Insurance Company | |
P | Directors and Executive Officers of Zenith Insurance Company, a Canadian corporation | |
Q | Directors and Executive Officers of Advent Underwriting Limited |
46
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, Fairfax Financial Holdings Limited |
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, Fairfax Financial Holdings Limited |
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, Fairfax Financial Holdings Limited |
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. Sweitzer (Director) |
Senior Advisor to the President of the Chamber of Commerce of The United States 1615 H Street, NW Washington, DC 20062 |
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 |
Canadian | ||
Timothy R. Price (Director) |
Chairman of Brookfield Funds Brookfield Asset Management Inc. Brookfield Place, Suite 300 181 Bay Street Toronto, ON M5J 2T3 |
Canadian | ||
John Varnell (Vice President and Chief Financial Officer) |
Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited |
Canadian |
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 | ||
Eric P. Salsberg (Vice President, Corporate Affairs and Corporate Secretary) |
Vice President, Corporate Affairs and Corporate Secretary Fairfax Financial Holdings Limited |
Canadian | ||
Paul Rivett (Vice President) |
Vice President Fairfax Financial Holdings Limited |
Canadian | ||
Bradley P. Martin (Vice President, Strategic Investments) |
Vice President, Strategic Investments Fairfax Financial Holdings Limited |
Canadian | ||
David Bonham (Vice President, Financial Reporting) |
Vice President, Financial Reporting Fairfax Financial Holdings Limited |
Canadian | ||
Peter Clarke (Vice President and Chief Risk Officer) |
Vice President and Chief Risk Officer Fairfax Financial Holdings Limited |
Canadian | ||
Jean Cloutier (Vice President, International Operations) |
Vice President, International Operations Fairfax Financial Holdings Limited |
Canadian |
51
ANNEX E
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.
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 | ||
Douglas M. Libby (President, Chief Executive Officer, Chairman and Director) |
President and Chief Executive Officer, 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 305 Madison Avenue Morristown, NJ 07962 |
United States | ||
Stephen M. Mulready (Executive Vice President and Director) |
Executive Vice President United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962 |
United States | ||
Marc J. Adee (Senior Vice President) |
President Fairmont Specialty, a division of Crum & Forster 10350 Richmond Avenue, Suites 250/300 Houston, TX 77042 |
United States | ||
Nicole E. Bennett-Smith (Senior Vice President & Chief Information Officer |
Senior Vice President & Chief Information Officer United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962 |
United States | ||
Mark G. Brown (Senior Vice President) |
Senior Vice President United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962 |
United States |
52
Diana Cossetti (Senior Vice President) |
Senior Vice President United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962 |
United States | ||
Gary N. Dubois (Senior Vice President) |
President & CEO Seneca Insurance Company, Inc. 110 William Street New York, NY 10038 |
United States | ||
Stephen A. Eisenmann (Senior Vice President) |
Senior Vice President United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962 |
United States | ||
Donald R. Fischer (Senior Vice President) |
Senior Vice President United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962 |
United States | ||
Nigel P. Fitzgerald (Senior Vice President) |
Senior Vice President United States Fire Insurance Company 10350 Richmond Avenue, Suites 250/300 Houston, TX 77042 |
United States | ||
Steven Fomchenko (Senior Vice President) |
Senior Vice President United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962 |
United States | ||
David J. Ghezzi (Senior Vice President) |
Senior Vice President United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962 |
United States | ||
James V. Kraus (Senior Vice President, General Counsel & Secretary) |
Senior Vice President, General Counsel & Secretary United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962 |
United States | ||
Matthew W. Kunish (Senior Vice President) |
Senior Vice President United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962 |
United States |
53
Lori H. Marino (Senior Vice President) |
Senior Vice President United States Fire Insurance Company 110 William Street New York, NY 10038 |
United States | ||
Keith McCarthy (Senior Vice President) |
Senior Vice President Seneca Insurance Company, Inc. 160 Water Street New York, NY 10038 |
United States | ||
Mark L. Owens (Senior Vice President) |
Senior Vice President United States Fire Insurance Company 725 South Figueroa Street, Suites 2300/2380 Los Angeles, CA 90017 |
United States | ||
Donald J. Pickens (Senior Vice President) |
Senior Vice President United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962 |
United States | ||
Jack F. Reddy (Senior Vice President) |
Senior Vice President United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962 |
United States | ||
Nathan J. Sambul (Senior Vice President) |
Senior Vice President United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962 |
United States | ||
Chris I. Stormo (Senior Vice President) |
Senior Vice President United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962 |
United States | ||
Richard Yien (Senior Vice President & Chief Technology Officer) |
Senior Vice President United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962 |
United States |
54
ANNEX F
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.
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 | ||
Nicholas C. Bentley (Chairman, Chief Executive Officer, President and Director) |
Manager, President and Chief Executive Officer, Riverstone Resources LLC 250 Commercial Street, Suite 5000 Manchester, NH 03101 |
United Kingdom | ||
John M. Parker (Senior Vice President and Director) |
Senior Vice President, Riverstone Resources LLC 250 Commercial Street, Suite 5000 Manchester, NH 03101 |
United States | ||
John J. Bator (Senior Vice President, Chief Financial Officer, Treasurer and Director) |
Senior Vice President, Chief Financial Officer and Treasurer, Riverstone Resources LLC 250 Commercial Street, Suite 5000 Manchester, NH 03101 |
United States | ||
Frank DeMaria (Senior Vice President and Director) |
Senior Vice President, Riverstone Resources LLC 250 Commercial Street, Suite 5000 Manchester, NH 03101 |
United States | ||
Richard J. Fabian (Senior Vice President, General Counsel and Director) |
Senior Vice President and General Counsel, Riverstone Resources LLC 250 Commercial Street, Suite 5000 Manchester, NH 03101 |
United States | ||
Nina L. Caroselli (Senior Vice President) |
Senior Vice President, Riverstone Resources LLC 250 Commercial Street, Suite 5000 Manchester, NH 03101 |
United States | ||
James K. Kelly (Senior Vice President) |
Senior Vice President, Riverstone Resources LLC 250 Commercial Street, Suite 5000 Manchester, NH 03101 |
United States |
ANNEX G
DIRECTORS AND EXECUTIVE OFFICERS OF
GENERAL FIDELITY INSURANCE COMPANY
The following table sets forth certain information with respect to the directors and executive officers of General Fidelity Insurance Company.
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 | ||
Nicholas C. Bentley (Chairman, Chief Executive Officer, President and Director) |
Manager, President and Chief Executive Officer, Riverstone Resources LLC 250 Commercial Street, Suite 5000 Manchester, NH 03101 |
United Kingdom | ||
Nina L. Caroselli (Senior Vice President and Director) |
Senior Vice President, Riverstone Resources LLC 250 Commercial Street, Suite 5000 Manchester, NH 03101 |
United States | ||
John M. Parker (Senior Vice President) |
Senior Vice President, Riverstone Resources LLC 250 Commercial Street, Suite 5000 Manchester, NH 03101 |
United States | ||
John J. Bator (Senior Vice President, Chief Financial Officer, Treasurer and Director) |
Senior Vice President, Chief Financial Officer and Treasurer, Riverstone Resources LLC 250 Commercial Street, Suite 5000 Manchester, NH 03101 |
United States | ||
Richard J. Fabian (Senior Vice President, General Counsel and Director) |
Senior Vice President and General Counsel, Riverstone Resources LLC 250 Commercial Street, Suite 5000 Manchester, NH 03101 |
United States | ||
James K. Kelly (Senior Vice President) |
Senior Vice President, Riverstone Resources LLC 250 Commercial Street, Suite 5000 Manchester, NH 03101 |
United States |
56
ANNEX H
DIRECTORS AND EXECUTIVE OFFICERS OF
NORTHBRIDGE COMMERCIAL INSURANCE CORPORATION
The following table sets forth certain information with respect to the directors and executive officers of Northbridge Commercial Insurance Corporation.
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 | ||
Silvy Wright (Chair of Board, and President & CEO) |
President and Chief Executive Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Fabian Richenberger (Director, and President, Northbridge Insurance) |
President, Northbridge Insurance Northbridge Financial Corporation 105 Adelaide Street West, 3rd Floor Toronto, Ontario M5H 1P9 |
Swiss | ||
Craig Pinnock (Director, and Chief Financial Officer) |
Chief Financial Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Jane Gardner (Director, and Executive Vice President, Enterprise Project Management Office) |
Executive Vice President, Enterprise Project Management Office Northbridge Financial Corporation 105 Adelaide Street West, 3rd Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Bryan S. Smith (Director) |
Independent Business Consultant and Corporate Director Toronto, Ontario, Canada |
Canadian | ||
Robert J. Gunn (Director) |
Independent Business Consultant and Corporate Director Toronto, Ontario, Canada |
Canadian |
57
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 | ||
Robert S. Weiss (Director) |
Independent Business Consultant and Corporate Director Toronto, Ontario, Canada |
Canadian | ||
Blair Manktelow (Chief Actuary) |
Chief Actuary, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Gary Quon (Chief Corporate Development Officer) |
Chief Corporate Development Officer Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Glenn Penny (Executive Vice President, Claims) |
Executive Vice President, Claims Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Lori McDougall (Executive Vice President, Corporate Innovation) |
Executive Vice President, Corporate Innovation Northbridge Financial Corporation 105 Adelaide Street West, 3rd Floor Toronto, Ontario M5H 1P9 |
Canadian |
58
ANNEX I
DIRECTORS AND EXECUTIVE OFFICERS OF
ODYSSEY REINSURANCE COMPANY
The following table sets forth certain information with respect to the directors and executive officers of Odyssey Reinsurance Company.
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 | ||
Brian D. Young (Chairman of the Board of Directors, President and Chief Executive Officer) |
President, Chief Executive Officer, and Director, Odyssey Re Holdings Corp. 300 First Stamford Place, Stamford, Connecticut 06902 |
United States | ||
Michael G. Wacek (Executive Vice President and Director) |
Executive Vice President, Odyssey Re Holdings Corp. 300 First Stamford Place, Stamford, Connecticut 06902 |
United States | ||
Jan Christiansen (Executive Vice President and Director) |
Executive Vice President and Chief Financial Officer, Odyssey Re Holdings Corp. 300 First Stamford Place, Stamford, Connecticut 06902 |
Denmark | ||
James B. Salvesen (Senior Vice President and Chief Financial Officer) |
Senior Vice President and Chief Financial Officer, Odyssey Reinsurance Company 300 First Stamford Place, Stamford, Connecticut 06902 |
United States | ||
Peter H. Lovell (Senior Vice President, General Counsel and Corporate Secretary) |
Senior Vice President, General Counsel and Corporate Secretary, Odyssey Re Holdings Corp. 300 First Stamford Place, Stamford, Connecticut 06902 |
United States |
59
ANNEX J
DIRECTORS AND EXECUTIVE OFFICERS OF
ZENITH INSURANCE COMPANY, a California corporation
The following table sets forth certain information with respect to the directors and executive officers of Zenith Insurance Company.
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 | ||
Stanley R. Zax (Chairman of the Board of Directors) |
Chairman of the Board of Directors Zenith Insurance Company 21255 Califa St. Woodland Hills, CA 91367 |
United States | ||
Jack D. Miller (President and Chief Executive Officer and Director) |
President and Chief Executive Officer Zenith Insurance Company 21255 Califa St. Woodland Hills, CA 91367 |
United States | ||
Michael E. Jansen (Executive Vice President and General Counsel and Director) |
Executive Vice President and General Counsel Zenith Insurance Company 21255 Califa St. Woodland Hills, CA 91367 |
United States | ||
Kari L. Van Gundy (Executive Vice President, Chief Financial Officer and Treasurer and Director) |
Executive Vice President, Chief Financial Officer and Treasurer Zenith Insurance Company 21255 Califa St. Woodland Hills, CA 91367 |
United States | ||
Jason T. Clarke (Executive Vice President and Chief Actuary) |
Executive Vice President and Chief Actuary Zenith Insurance Company 21255 Califa St. Woodland Hills, CA 91367 |
United States |
60
Davidson M. Pattiz (Executive Vice President) |
Executive Vice President of Claims Zenith Insurance Company 21255 Califa St. Woodland Hills, CA 91367 |
United States | ||
Hyman J. Lee Jr. (Senior Vice President, Assistant General Counsel and Secretary) |
Senior Vice President, Assistant General Counsel and Secretary Zenith Insurance Company 21255 Califa St. Woodland Hills, CA 91367 |
United States |
61
ANNEX K
DIRECTORS AND EXECUTIVE OFFICERS OF
NORTHBRIDGE GENERAL INSURANCE CORPORATION
The following table sets forth certain information with respect to the directors and executive officers of Northbridge General Insurance Corporation.
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 | ||
Silvy Wright (Chair of Board, and President & CEO) |
President and Chief Executive Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Fabian Richenberger (Director, and President, Northbridge Insurance) |
President, Northbridge Insurance Northbridge Financial Corporation 105 Adelaide Street West, 3rd Floor Toronto, Ontario M5H 1P9 |
Swiss | ||
Craig Pinnock (Director, and Chief Financial Officer) |
Chief Financial Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Jane Gardner (Director, and Executive Vice President, Enterprise Project Management Office) |
Executive Vice President, Enterprise Project Management Office Northbridge Financial Corporation 105 Adelaide Street West, 3rd Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Bryan S. Smith (Director) |
Independent Business Consultant and Corporate Director Toronto, Ontario, Canada |
Canadian | ||
Robert J. Gunn (Director) |
Independent Business Consultant and Corporate Director Toronto, Ontario, Canada |
Canadian |
62
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 | ||
Robert S. Weiss (Director) |
Independent Business Consultant and Corporate Director Toronto, Ontario, Canada |
Canadian | ||
Blair Manktelow (Chief Actuary) |
Chief Actuary, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Gary Quon (Chief Corporate Development Officer) |
Chief Corporate Development Officer Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Glenn Penny (Executive Vice President, Claims) |
Executive Vice President, Claims Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Lori McDougall (Executive Vice President, Corporate Innovation) |
Executive Vice President, Corporate Innovation Northbridge Financial Corporation 105 Adelaide Street West, 3rd Floor Toronto, Ontario M5H 1P9 |
Canadian |
63
ANNEX L
DIRECTORS AND EXECUTIVE OFFICERS OF
FEDERATED INSURANCE COMPANY OF CANADA
The following table sets forth certain information with respect to the directors and executive officers of Federated Insurance Company of Canada.
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 | ||
Silvy Wright (Chair of Board) |
President and Chief Executive Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
John Paisley (Director, and President & Chief Executive Officer) |
President, Federated Insurance Northbridge Financial Corporation 105 Adelaide Street West, 3rd Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Craig Pinnock (Director, and Chief Financial Officer) |
Chief Financial Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Jane Gardner (Director, and Executive Vice President, Enterprise Project Management Office) |
Executive Vice President, Enterprise Project Management Office Northbridge Financial Corporation 105 Adelaide Street West, 3rd Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Bryan S. Smith (Director) |
Independent Business Consultant and Corporate Director Toronto, Ontario, Canada |
Canadian | ||
Robert J. Gunn (Director) |
Independent Business Consultant and Corporate Director Toronto, Ontario, Canada |
Canadian |
64
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 | ||
Robert S. Weiss (Director) |
Independent Business Consultant and Corporate Director Toronto, Ontario, Canada |
Canadian | ||
Blair Manktelow (Chief Actuary) |
Chief Actuary, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Gary Quon (Chief Corporate Development Officer) |
Chief Corporate Development Officer Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Glenn Penny (Executive Vice President, Claims) |
Executive Vice President, Claims Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Lori McDougall (Executive Vice President, Corporate Innovation) |
Executive Vice President, Corporate Innovation Northbridge Financial Corporation 105 Adelaide Street West, 3rd Floor Toronto, Ontario M5H 1P9 |
Canadian |
65
ANNEX M
DIRECTORS AND EXECUTIVE OFFICERS OF
NORTHBRIDGE INDEMNITY INSURANCE CORPORATION
The following table sets forth certain information with respect to the directors and executive officers of Northbridge Indemnity Insurance Corporation.
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 | ||
Silvy Wright (Chair of Board, and President & CEO) |
President and Chief Executive Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Fabian Richenberger (Director, and President, Northbridge Insurance) |
President, Northbridge Insurance Northbridge Financial Corporation 105 Adelaide Street West, 3rd Floor Toronto, Ontario M5H 1P9 |
Swiss | ||
Craig Pinnock (Director, and Chief Financial Officer) |
Chief Financial Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Jane Gardner (Director, and Executive Vice President, Enterprise Project Management Office) |
Executive Vice President, Enterprise Project Management Office Northbridge Financial Corporation 105 Adelaide Street West, 3rd Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Bryan S. Smith (Director) |
Independent Business Consultant and Corporate Director Toronto, Ontario, Canada |
Canadian | ||
Robert J. Gunn (Director) |
Independent Business Consultant and Corporate Director Toronto, Ontario, Canada |
Canadian |
66
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 | ||
Robert S. Weiss (Director) |
Independent Business Consultant and Corporate Director Toronto, Ontario, Canada |
Canadian | ||
Blair Manktelow (Chief Actuary) |
Chief Actuary, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Gary Quon (Chief Corporate Development Officer) |
Chief Corporate Development Officer Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Glenn Penny (Executive Vice President, Claims) |
Executive Vice President, Claims Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Lori McDougall (Executive Vice President, Corporate Innovation) |
Executive Vice President, Corporate Innovation Northbridge Financial Corporation 105 Adelaide Street West, 3rd Floor Toronto, Ontario M5H 1P9 |
Canadian |
67
ANNEX N
DIRECTORS AND EXECUTIVE OFFICERS OF
NORTHBRIDGE PERSONAL INSURANCE CORPORATION
The following table sets forth certain information with respect to the directors and executive officers of Northbridge Personal Insurance Corporation.
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 | ||
Silvy Wright (Chair of Board, and President & CEO) |
President and Chief Executive Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Fabian Richenberger (Director, and President, Northbridge Insurance) |
President, Northbridge Insurance Northbridge Financial Corporation 105 Adelaide Street West, 3rd Floor Toronto, Ontario M5H 1P9 |
Swiss | ||
Craig Pinnock (Director, and Chief Financial Officer) |
Chief Financial Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Jane Gardner (Director, and Executive Vice President, Enterprise Project Management Office) |
Executive Vice President, Enterprise Project Management Office Northbridge Financial Corporation 105 Adelaide Street West, 3rd Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Bryan S. Smith (Director) |
Independent Business Consultant and Corporate Director Toronto, Ontario, Canada |
Canadian | ||
Robert J. Gunn (Director) |
Independent Business Consultant and Corporate Director Toronto, Ontario, Canada |
Canadian |
68
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 | ||
Robert S. Weiss (Director) |
Independent Business Consultant and Corporate Director Toronto, Ontario, Canada |
Canadian | ||
Blair Manktelow (Chief Actuary) |
Chief Actuary, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Gary Quon (Chief Corporate Development Officer) |
Chief Corporate Development Officer Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Glenn Penny (Executive Vice President, Claims) |
Executive Vice President, Claims Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Lori McDougall (Executive Vice President, Corporate Innovation) |
Executive Vice President, Corporate Innovation Northbridge Financial Corporation 105 Adelaide Street West, 3rd Floor Toronto, Ontario M5H 1P9 |
Canadian |
69
ANNEX O
DIRECTORS AND EXECUTIVE OFFICERS OF
CLEARWATER INSURANCE COMPANY
The following table sets forth certain information with respect to the directors and executive officers of Clearwater Insurance Company.
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 | ||
Nicholas C. Bentley (Director) |
Manager, President and Chief Executive Officer, Riverstone Resources LLC 250 Commercial Street, Suite 5000 Manchester, NH 03101 |
United Kingdom | ||
John J. Bator (Senior Vice President and Director) |
Senior Vice President, Chief Financial Officer and Treasurer, Riverstone Resources LLC 250 Commercial Street, Suite 5000 Manchester, NH 03101 |
United States | ||
Nina L. Caroselli (Director) |
Senior Vice President, Riverstone Resources LLC 250 Commercial Street, Suite 5000 Manchester, NH 03101 |
United States | ||
Richard J. Fabian (Director) |
Senior Vice President and General Counsel, Riverstone Resources LLC 250 Commercial Street, Suite 5000 Manchester, NH 03101 |
United States | ||
John M. Parker (Director) |
Senior Vice President, Riverstone Resources LLC 250 Commercial Street, Suite 5000 Manchester, NH 03101 |
United States | ||
Jan Christiansen (President) |
Executive Vice President and Chief Financial Officer, Odyssey Re Holdings Corp. |
Denmark |
70
Michael G. Wacek (Executive Vice President) |
Executive Vice President, Odyssey Re Holdings Corp. |
United States | ||
Robert S. Bennett (Executive Vice President and Chief Actuary) |
Executive Vice President and Chief Actuary, Odyssey America Reinsurance Corporation |
United States | ||
Peter H. Lovell (Senior Vice President, General Counsel and Corporate Secretary) |
Senior Vice President, General Counsel and Corporate Secretary, Odyssey Re Holdings Corp. |
United States | ||
Brian D. Young (Executive Vice President) |
President and Chief Executive Officer, Odyssey Re Holdings Corp. |
United States | ||
Christopher L. Gallagher (Executive Vice President) |
President and Chief Operating Officer, Hudson Insurance Company 17 State Street, 29th Floor New York, NY 10004 |
United States |
71
ANNEX P
DIRECTORS AND EXECUTIVE OFFICERS OF
ZENITH INSURANCE COMPANY, a Canadian corporation
The following table sets forth certain information with respect to the directors and executive officers of Zenith Insurance Company.
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 | ||
Silvy Wright (Chair of Board, and President & CEO) |
President and Chief Executive Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Fabian Richenberger (Director, and President, Northbridge Insurance) |
President, Northbridge Insurance Northbridge Financial Corporation 105 Adelaide Street West, 3rd Floor Toronto, Ontario M5H 1P9 |
Swiss | ||
Craig Pinnock (Director, and Chief Financial Officer) |
Chief Financial Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Jane Gardner (Director, and Executive Vice President, Enterprise Project Management Office) |
Executive Vice President, Enterprise Project Management Office Northbridge Financial Corporation 105 Adelaide Street West, 3rd Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Bryan S. Smith (Director) |
Independent Business Consultant and Corporate Director Toronto, Ontario, Canada |
Canadian | ||
Robert J. Gunn (Director) |
Independent Business Consultant and Corporate Director Toronto, Ontario, Canada |
Canadian |
72
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 | ||
Robert S. Weiss (Director) |
Independent Business Consultant and Corporate Director Toronto, Ontario, Canada |
Canadian | ||
Blair Manktelow (Chief Actuary) |
Chief Actuary, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Gary Quon (Chief Corporate Development Officer) |
Chief Corporate Development Officer Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Glenn Penny (Executive Vice President, Claims) |
Executive Vice President, Claims Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 |
Canadian | ||
Lori McDougall (Executive Vice President, Corporate Innovation) |
Executive Vice President, Corporate Innovation Northbridge Financial Corporation 105 Adelaide Street West, 3rd Floor Toronto, Ontario M5H 1P9 |
Canadian |
73
ANNEX Q
DIRECTORS AND EXECUTIVE OFFICERS OF
ADVENT UNDERWRITING LIMITED
The following table sets forth certain information with respect to the directors and executive officers of Advent Underwriting 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 | ||
James Migliorini | CEO & Director Advent Underwriting Limited No.2 Minster Court Mincing Lane London EC3R 7BB |
United States | ||
Trevor Ambridge | Director Advent Underwriting Limited No.2 Minster Court Mincing Lane London EC3R 7BB |
Canada | ||
Philip Green | Finance Director Advent Underwriting Limited No.2 Minster Court Mincing Lane London EC3R 7BB |
United Kingdom | ||
Duncan Lummis | Director Advent Underwriting Limited No.2 Minster Court Mincing Lane London EC3R 7BB |
United Kingdom |
74
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 | ||
John Towers | Director Advent Underwriting Limited No.2 Minster Court Mincing Lane London EC3R 7BB |
United Kingdom | ||
Darren Stockman | Director Advent Underwriting Limited No.2 Minster Court Mincing Lane London EC3R 7BB |
United Kingdom | ||
Ian Hewitt | Director Advent Underwriting Limited No.2 Minster Court Mincing Lane London EC3R 7BB |
United Kingdom | ||
Peter Cresswell | Non Executive Chairman Advent Underwriting Limited No.2 Minster Court Mincing Lane London EC3R 7BB |
United Kingdom | ||
Hugh Bohling | Non Executive Director Advent Underwriting Limited No.2 Minster Court Mincing Lane London EC3R 7BB |
United Kingdom |
75
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 | ||
Richard Finn | Non Executive Director Advent Underwriting Limited No.2 Minster Court Mincing Lane London EC3R 7BB |
United Kingdom |
76
Exhibit Index
Exhibit |
Description | |
Ex. 1: | Joint filing agreement dated as of July 17, 2012 among V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, United States Fire Insurance Company, TIG Insurance Company, General Fidelity Insurance Company, Northbridge Commercial Insurance Corporation, Odyssey Reinsurance Company, Zenith Insurance Company, a California corporation, Northbridge General Insurance Corporation, Federated Insurance Company of Canada, Northbridge Indemnity Insurance Corporation, Northbridge Personal Insurance Corporation, Clearwater Insurance Company, Zenith Insurance Company, a Canadian corporation and Advent Underwriting Limited. |
77
EXHIBIT 1
CUSIP No. 760975102
AGREEMENT CONCERNING JOINT FILING
OF SCHEDULE 13D
The undersigned agree as follows:
(i) each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and
(ii) each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows 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: July 17, 2012
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/ John Varnell | |||
Name: | John Varnell | |||
Title: | Vice President and Chief Financial Officer |
UNITED STATES FIRE INSURANCE COMPANY | ||||
By: | /s/ Paul Bassaline | |||
Name: | Paul Bassaline | |||
Title: | VP and Controller |
TIG INSURANCE COMPANY | ||||
By: | /s/ Nicholas C. Bentley | |||
Name: | Nicholas C. Bentley | |||
Title: | Chairman, President and Chief Executive Officer | |||
GENERAL FIDELITY INSURANCE COMPANY | ||||
By: | /s/ Nicholas C. Bentley | |||
Name: | Nicholas C. Bentley | |||
Title: | Chairman, President and Chief Executive Officer |
NORTHBRIDGE COMMERCIAL INSURANCE CORPORATION | ||||
By: | /s/ Craig Pinnock | |||
Name: | Craig Pinnock | |||
Title: | CFO | |||
NORTHBRIDGE GENERAL INSURANCE CORPORATION | ||||
By: | /s/ Craig Pinnock | |||
Name: | Craig Pinnock | |||
Title: | CFO | |||
FEDERATED INSURANCE COMPANY OF CANADA | ||||
By: | /s/ Craig Pinnock | |||
Name: | Craig Pinnock | |||
Title: | CFO | |||
NORTHBRIDGE PERSONAL INSURANCE CORPORATION | ||||
By: | /s/ Craig Pinnock | |||
Name: | Craig Pinnock | |||
Title: | CFO |
ZENITH INSURANCE COMPANY, a Canadian Corporation | ||||
By: | /s/ Craig Pinnock | |||
Name: | Craig Pinnock | |||
Title: | CFO | |||
NORTHBRIDGE INDEMNITY INSURANCE CORPORATION | ||||
By: | /s/ Craig Pinnock | |||
Name: | Craig Pinnock | |||
Title: | CFO |
ODYSSEY REINSURANCE COMPANY | ||||
By: | /s/ Kirk M. Reische | |||
Name: | Kirk M. Reische | |||
Title: | Vice President | |||
CLEARWATER INSURANCE COMPANY | ||||
By: | /s/ Kirk M. Reische | |||
Name: | Kirk M. Reische | |||
Title: | Vice President |
ZENITH INSURANCE COMPANY, a California Corporation | ||||
By: | /s/ Michael Jansen | |||
Name: | Michael Jansen | |||
Title: | EVP and General Counsel |
ADVENT UNDERWRITING LIMITED | ||
By: | /s/ Neil Ewing | |
Name: Neil Ewing | ||
Title: Company Secretary |