-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AhMwYEGajO1Zg+xJfSgDpFWT3tZmycXzrgVeU0bgYR00ujp+Y38uAJAakcwmkZu0 twgPtbKH89WipP1ECeecfQ== 0000909567-03-000435.txt : 20030326 0000909567-03-000435.hdr.sgml : 20030325 20030325191934 ACCESSION NUMBER: 0000909567-03-000435 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20030326 GROUP MEMBERS: 1109519 ONTARIO LIMITED GROUP MEMBERS: 810679 ONTARIO LIMITED GROUP MEMBERS: CRC (BERMUDA) REINSURANCE LIMITED GROUP MEMBERS: CRUM & FORSTER HOLDING INC. GROUP MEMBERS: FAIRFAX FINANCIAL HOLDINGS LIMITED GROUP MEMBERS: FAIRFAX INC. GROUP MEMBERS: FFHL GROUP LTD. GROUP MEMBERS: ODYSSEY AMERICA REINSURANCE CORPORATION GROUP MEMBERS: ODYSSEY RE HOLDINGS CORP. GROUP MEMBERS: ODYSSEY REINSURANCE CORPORATION GROUP MEMBERS: THE NORTH RIVER INSURANCE COMPANY GROUP MEMBERS: THE SIXTY TWO INVESTMENT COMPANY LIMITED GROUP MEMBERS: TIG HOLDINGS, INC. GROUP MEMBERS: TIG INSURANCE COMPANY GROUP MEMBERS: TIG INSURANCE GROUP GROUP MEMBERS: UNITED STATES FIRE INSURANCE COMPANY GROUP MEMBERS: V. PREM WATSA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZENITH NATIONAL INSURANCE CORP CENTRAL INDEX KEY: 0000109261 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 952702776 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06570 FILM NUMBER: 03616739 BUSINESS ADDRESS: STREET 1: 21255 CALIFA ST CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 8187131000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FAIRFAX FINANCIAL HOLDINGS LTD/ CAN CENTRAL INDEX KEY: 0000915191 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 95 WELLINGTON ST WEST STREET 2: STE 800 CITY: TORONTO ONTARIO CANA STATE: A6 BUSINESS PHONE: 4163674941 MAIL ADDRESS: STREET 1: FAIRFAX FINANCIAL HOLDINGS LTD STREET 2: 95 WELLINGTON ST WEST STE 800 CITY: TORONTO ONTARIO CANA STATE: A6 FORMER COMPANY: FORMER CONFORMED NAME: FAIRFAX FINANCIAL HOLDINGS LTD DATE OF NAME CHANGE: 19931122 SC 13D/A 1 t09325a2sc13dza.txt AMENDMENT NO. 2 TO SCHEDULE 13D ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. 2 TO SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Zenith National Insurance Corp. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock $1.00 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 989390109 - -------------------------------------------------------------------------------- (CUSIP Number) Eric P. Salsberg Vice President, Corporate Affairs Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario, Canada, M5J 2N7 Telephone (416) 367-4941 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - With a copy to - Brice T. Voran Shearman & Sterling Commerce Court West 199 Bay Street, Suite 4405 Toronto, Ontario M5L 1E8 Telephone (416) 360-8484 March 21, 2003 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ================================================================================ CUSIP No. 989390109 Page 2 of Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person V. PREM WATSA - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds WC - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization CANADIAN - -------------------------------------------------------------------------------- 7 Sole Voting Power ----------------------------------------------------------------- Number of 8 Shared Voting Power Shares Beneficially 7,811,445 Owned by Each ----------------------------------------------------------------- Reporting 9 Sole Dispositive Power Person With ----------------------------------------------------------------- 10 Shared Dispositive Power 7,811,445 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 7,811,445 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount In Row (11) 41.6% (see Item 5) - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- 2 CUSIP No. 989390109 Page 3 of Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person 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 WC - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization ONTARIO, CANADA - -------------------------------------------------------------------------------- 7 Sole Voting Power ----------------------------------------------------------------- Number of 8 Shared Voting Power Shares Beneficially 7,811,445 Owned by Each ----------------------------------------------------------------- Reporting 9 Sole Dispositive Power Person With ----------------------------------------------------------------- 10 Shared Dispositive Power 7,811,445 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 7,811,445 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount In Row (11) 41.6% (see Item 5) - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 3 CUSIP No. 989390109 Page 4 of Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person 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 WC - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization BRITISH COLUMBIA, CANADA - -------------------------------------------------------------------------------- 7 Sole Voting Power ----------------------------------------------------------------- Number of 8 Shared Voting Power Shares Beneficially 7,811,445 Owned by Each ----------------------------------------------------------------- Reporting 9 Sole Dispositive Power Person With ----------------------------------------------------------------- 10 Shared Dispositive Power 7,811,445 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 7,811,445 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount In Row (11) 41.6% (see Item 5) - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 4 CUSIP No. 989390109 Page 5 of Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person 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 WC - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization ONTARIO, CANADA - -------------------------------------------------------------------------------- 7 Sole Voting Power ----------------------------------------------------------------- Number of 8 Shared Voting Power Shares Beneficially 7,811,445 Owned by Each ----------------------------------------------------------------- Reporting 9 Sole Dispositive Power Person With ----------------------------------------------------------------- 10 Shared Dispositive Power 7,811,445 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 7,811,445 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount In Row (11) 41.6% (see Item 5) - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 5 CUSIP No. 989390109 Page 6 of Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person 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 WC - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization CANADA - -------------------------------------------------------------------------------- 7 Sole Voting Power ----------------------------------------------------------------- Number of 8 Shared Voting Power Shares Beneficially 7,811,445 Owned by Each ----------------------------------------------------------------- Reporting 9 Sole Dispositive Power Person With ----------------------------------------------------------------- 10 Shared Dispositive Power 7,811,445 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 7,811,445 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount In Row (11) 41.6% (see Item 5) - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 6 CUSIP No. 989390109 Page 7 of Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person CRC (BERMUDA) REINSURANCE LIMITED - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds WC - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization BERMUDA - -------------------------------------------------------------------------------- 7 Sole Voting Power ----------------------------------------------------------------- Number of 8 Shared Voting Power Shares Beneficially 323,574 Owned by Each ----------------------------------------------------------------- Reporting 9 Sole Dispositive Power Person With ----------------------------------------------------------------- 10 Shared Dispositive Power 323,574 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 323,574 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount In Row (11) 1.7% - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 7 CUSIP No. 989390109 Page 8 of Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person FFHL GROUP LTD. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds WC - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization CANADA - -------------------------------------------------------------------------------- 7 Sole Voting Power ----------------------------------------------------------------- Number of 8 Shared Voting Power Shares Beneficially 7,487,871 Owned by Each ----------------------------------------------------------------- Reporting 9 Sole Dispositive Power Person With ----------------------------------------------------------------- 10 Shared Dispositive Power 7,487,871 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 7,487,871 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount In Row (11) 39.9% (see Item 5) - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 8 CUSIP No. 989390109 Page 9 of Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person FAIRFAX INC. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds WC - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization WYOMING - -------------------------------------------------------------------------------- 7 Sole Voting Power ----------------------------------------------------------------- Number of 8 Shared Voting Power Shares Beneficially 7,487,871 Owned by Each ----------------------------------------------------------------- Reporting 9 Sole Dispositive Power Person With ----------------------------------------------------------------- 10 Shared Dispositive Power 7,487,871 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 7,487,871 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount In Row (11) 39.9% (see Item 5) - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 9 CUSIP No. 989390109 Page 10 of Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person TIG HOLDINGS, INC. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds WC - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization DELAWARE - -------------------------------------------------------------------------------- 7 Sole Voting Power ----------------------------------------------------------------- Number of 8 Shared Voting Power Shares Beneficially 4,180,649 Owned by Each ----------------------------------------------------------------- Reporting 9 Sole Dispositive Power Person With ----------------------------------------------------------------- 10 Shared Dispositive Power 4,180,649 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,180,649 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount In Row (11) 22.3% (see Item 5) - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 10 CUSIP No. 989390109 Page 11 of Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person TIG INSURANCE GROUP - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds WC - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization CALIFORNIA - -------------------------------------------------------------------------------- 7 Sole Voting Power ----------------------------------------------------------------- Number of 8 Shared Voting Power Shares Beneficially 4,180,649 Owned by Each ----------------------------------------------------------------- Reporting 9 Sole Dispositive Power Person With ----------------------------------------------------------------- 10 Shared Dispositive Power 4,180,649 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,180,649 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount In Row (11) 22.3% (see Item 5) - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 11 CUSIP No. 989390109 Page 12 of Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person 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 WC - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization CALIFORNIA - -------------------------------------------------------------------------------- 7 Sole Voting Power ----------------------------------------------------------------- Number of 8 Shared Voting Power Shares Beneficially 2,966,449 Owned by Each ----------------------------------------------------------------- Reporting 9 Sole Dispositive Power Person With ----------------------------------------------------------------- 10 Shared Dispositive Power 2,966,449 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,966,449 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount In Row (11) 15.8% - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 12 CUSIP No. 989390109 Page 13 of Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person ODYSSEY RE HOLDINGS CORP. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds WC - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization DELAWARE - -------------------------------------------------------------------------------- 7 Sole Voting Power ----------------------------------------------------------------- Number of 8 Shared Voting Power Shares Beneficially 1,214,200 Owned by Each ----------------------------------------------------------------- Reporting 9 Sole Dispositive Power Person With ----------------------------------------------------------------- 10 Shared Dispositive Power 1,214,200 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,214,200 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount In Row (11) 6.5% (see Item 5) - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 13 CUSIP No. 989390109 Page 14 of Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person ODYSSEY AMERICA REINSURANCE CORPORATION - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds WC - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization CONNECTICUT - -------------------------------------------------------------------------------- 7 Sole Voting Power ----------------------------------------------------------------- Number of 8 Shared Voting Power Shares Beneficially 1,214,200 Owned by Each ----------------------------------------------------------------- Reporting 9 Sole Dispositive Power Person With ----------------------------------------------------------------- 10 Shared Dispositive Power 1,214,200 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,214,200 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount In Row (11) 6.5% (see Item 5) - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 14 CUSIP No. 989390109 Page 15 of Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person ODYSSEY REINSURANCE CORPORATION - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds WC - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization DELAWARE - -------------------------------------------------------------------------------- 7 Sole Voting Power ----------------------------------------------------------------- Number of 8 Shared Voting Power Shares Beneficially 1,150,000 Owned by Each ----------------------------------------------------------------- Reporting 9 Sole Dispositive Power Person With ----------------------------------------------------------------- 10 Shared Dispositive Power 1,150,000 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,150,000 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount In Row (11) 6.1% - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 15 CUSIP No. 989390109 Page 16 of Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person CRUM & FORSTER HOLDING INC. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds WC - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization DELAWARE - -------------------------------------------------------------------------------- 7 Sole Voting Power ----------------------------------------------------------------- Number of 8 Shared Voting Power Shares Beneficially 3,307,222 Owned by Each ----------------------------------------------------------------- Reporting 9 Sole Dispositive Power Person With ----------------------------------------------------------------- 10 Shared Dispositive Power 3,307,222 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,307,222 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount In Row (11) 17.6% - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 16 CUSIP No. 989390109 Page 17 of Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person 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 WC - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization NEW YORK - -------------------------------------------------------------------------------- 7 Sole Voting Power ----------------------------------------------------------------- Number of 8 Shared Voting Power Shares Beneficially 3,287,222 Owned by Each ----------------------------------------------------------------- Reporting 9 Sole Dispositive Power Person With ----------------------------------------------------------------- 10 Shared Dispositive Power 3,287,222 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,287,222 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount In Row (11) 17.5% - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 17 CUSIP No. 989390109 Page 18 of Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person THE NORTH RIVER INSURANCE COMPANY - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds WC - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization NEW JERSEY - -------------------------------------------------------------------------------- 7 Sole Voting Power ----------------------------------------------------------------- Number of 8 Shared Voting Power Shares Beneficially 20,000 Owned by Each ----------------------------------------------------------------- Reporting 9 Sole Dispositive Power Person With ----------------------------------------------------------------- 10 Shared Dispositive Power 20,000 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 20,000 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount In Row (11) 0.1% - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 18 This Amendment No. 2 amends the Statement on Schedule 13D filed with the Securities and Exchange Commission on July 6, 1999 by Fairfax Financial Holdings Limited ("Fairfax"), Hamblin Watsa Investment Counsel Ltd., The Sixty Two Investment Company Limited and V. Prem Watsa relating to the purchase of 6,574,445 shares (the "1999 Purchased Shares") of common stock, par value $1.00 per share (the "Common Stock"), of Zenith National Insurance Corp., a Delaware insurance holding company ("Zenith"), pursuant to a Stock Purchase Agreement dated as of June 25, 1999 between Fairfax and Reliance Insurance Company, which Statement on Schedule 13D was amended by Amendment No. 1 to the Statement on Schedule 13D (such schedule, as amended, being the "Schedule 13D") relating to the Stock Purchase Agreement dated as of November 21, 2001 between Odyssey Reinsurance Corporation, a Delaware corporation, and Zenith, providing for the purchase and sale of 1,000,000 shares (the "2001 Purchased Shares") of Common Stock of Zenith. This Amendment No. 2 relates to the purchase (the "Transaction") on March 21, 2003 by Odyssey America Reinsurance Corporation ("Odyssey America"), a Connecticut corporation, of $30,000,000 aggregate principal amount of 5.75% convertible senior notes due 2023 of Zenith (the "Senior Notes"), which Senior Notes are convertible, subject to certain conditions described below in Item 5, into 1,200,000 shares of Common Stock of Zenith. The following amendments to Items 2, 3, 4, 5, 6 and 7 of the Schedule 13D are hereby made. ITEM 2. IDENTITY AND BACKGROUND Item 2 of the Schedule 13D is hereby amended in its entirety to read as follows: "This statement is being jointly filed by the following persons (collectively, the "Reporting Persons"): 1. V. Prem Watsa, an individual, is a citizen of Canada. Mr. Watsa's business address is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7; 2. 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 address and principal office address of 1109519 is 95 Wellington Street West, Suite 800, Toronto, Ontario, 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 address and principal office address of Sixty Two is 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia, Canada, V6C 3L3; 19 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 address and principal office address of 810679 is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7; 5. Fairfax, a corporation incorporated under the laws of Canada, is controlled by Sixty Two, 1109519, and V. Prem Watsa. Fairfax is a financial services holding company. The principal business and principal office address of Fairfax is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7; 6. CRC (Bermuda) Reinsurance Limited ("CRC (Bermuda)"), a corporation incorporated under the laws of Bermuda, is a wholly-owned subsidiary of Fairfax. The principal business of CRC (Bermuda) is reinsurance. The principal business address and principal office address of CRC (Bermuda) is c/o Westbrook Limited, Richmond House, 12 Par-la-Ville Road, P.O. Box HM 1022 Hamilton, HM DX Bermuda. 7. FFHL Group Ltd., a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. The principal business of FFHL Group Ltd. is as a holding company. The principal business address and principal office address of FFHL Group Ltd. is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7; 8. Fairfax Inc., a corporation incorporated under the laws of Wyoming, is a wholly-owned subsidiary of Fairfax. The principal business of Fairfax Inc. is as a holding company. The principal business address and principal office address of Fairfax Inc. is 305 Madison Avenue, Morristown, NJ 07962; 9. TIG Holdings, Inc., a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. The principal business of TIG Holdings, Inc. is as a holding company. The principal business address and principal office address of TIG Holdings, Inc. is 5205 North O'Connor Blvd., Irving, Texas 75039; 10. TIG Insurance Group, a corporation incorporated under the laws of California, is a majority-owned subsidiary of Fairfax. The principal business of TIG Insurance Group is as a holding company. The principal business address and principal office address of TIG Insurance Group is 5205 North O'Connor Blvd., Irving, Texas 75039; 11. TIG Insurance Company ("TIG"), a corporation incorporated under the laws of California, is a majority-owned subsidiary of Fairfax. The principal business of TIG is property/casualty insurance. The principal 20 business address and principal office address of TIG is 5205 North O'Connor Blvd., Irving, Texas 75039; 12. Odyssey Re Holdings Corp. ("OdysseyRe"), a corporation incorporated under the laws of Delaware, is a majority-owned subsidiary of Fairfax. The principal business of Odyssey Re Holdings Corp. is as a holding company. The principal business address and principal office address of Odyssey Re Holdings Corp. is 140 Broadway, 39th Floor, New York, New York 10005; 13. Odyssey America, a corporation incorporated under the laws of Connecticut, is a wholly-owned subsidiary of Odyssey Re Holdings Corp. The principal business of Odyssey America is reinsurance. The principal business address and principal office address of Odyssey America is 300 First Stamford Place, Stamford, Connecticut 06902; 14. Odyssey Reinsurance Corporation, a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Odyssey America. The principal business of Odyssey Reinsurance Corporation is reinsurance. The principal business address and principal office address of Odyssey Reinsurance Corporation is 300 First Stamford Place, Stamford, Connecticut 06902; 15. Crum & Forster Holding Inc., a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. The principal business of Crum & Forster Holding Inc. is as a holding company. The principal business address and principal office address of Crum & Forster Holdings, Inc. is 305 Madison Avenue, P.O. Box 1943, Morristown, New Jersey 07962; 16. United States Fire Insurance Company, a corporation incorporated under the laws of New York, is a wholly-owned subsidiary of Fairfax. The principal business of United States Fire Insurance Company is insurance. The principal business address and principal office address of United States Fire Insurance Company is 305 Madison Avenue, P.O. Box 1943, Morristown, New Jersey 07962; and 17. The North River Insurance Company, a corporation incorporated under the laws of New Jersey, is a wholly-owned subsidiary of Fairfax. The principal business of The North River Insurance Company is insurance. The principal business address and principal office address of The North River Insurance Company is 305 Madison Avenue, P.O. Box 1943, Morristown, New Jersey 07962. 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, CRC (Bermuda), FFHL Group Ltd., Fairfax Inc., TIG Holdings, Inc., TIG Insurance Group, 21 TIG, OdysseyRe, Odyssey America, Odyssey Reinsurance Corporation, Crum & Forster Holding Inc., United States Fire Insurance Company or The North River Insurance Company that such person is the beneficial owner of the shares of Common Stock of Zenith referred to herein for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, and such beneficial ownership is expressly disclaimed. The name, present principal occupation or employment and name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each director and executive officer of each of the Reporting Persons (other than V. Prem Watsa, an individual) are set forth in Annex A, B, C, D, E, F, G, H, I, J, K, L, M, N, O or P, as the case may be, and such Annexes are incorporated herein by reference. Pursuant to Rule 13d-1(k) under the Exchange Act, the Reporting Persons have agreed to file jointly one statement with respect to their ownership of the shares of Common Stock of Zenith. During the last five years, none of the Reporting Persons, and, to the best of each such Reporting Person's knowledge, none of the executive officers or directors of such Reporting Person have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws." ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 of the Schedule 13D is hereby amended in its entirety to read as follows: "The source of the funds for the purchase of the 1999 Purchased Shares was working capital, including available cash on hand. The purchase price for the 1999 Purchased Shares was approximately $186,232,155. The source of the funds for the purchase of the 2001 Purchased Shares was working capital, including available cash on hand. The purchase price for the 2001 Purchased Shares was approximately $25,000,000. The source of the funds for the purchase of the Senior Notes was working capital, including available cash on hand. The purchase price for the Senior Notes was approximately $30,000,000." ITEM 4. PURPOSE OF TRANSACTION Item 4 of the Schedule 13D is hereby amended in its entirety to read as follows: 22 "The shares of Common Stock of Zenith referred to herein and the Senior Notes have been acquired by the Reporting Persons for investment purposes and not for the purposes of, or in connection with, or as a participant in, any transaction having the purpose of changing or influencing the control of Zenith. In addition, Fairfax and Zenith have entered into a standstill agreement dated as of June 30, 1999 (the "Original Standstill Agreement") as amended by Amendment No. 1 to the Standstill Agreement dated March 21, 2003 (the "Standstill Amendment", and together with the Original Standstill Agreement, the "Standstill Agreement") which prohibits Fairfax, subject to the terms and conditions set forth in the Standstill Agreement, from acquiring any additional securities or assets of Zenith. The Transaction was consummated in accordance with terms and conditions of the Standstill Agreement. The Reporting Persons have the following plans and proposals: (a) The Reporting Persons currently do not intend to acquire or dispose of securities of Zenith, but may formulate plans to do so in the future. The Reporting Persons intend to review, on a continuous basis, various factors related to their direct or indirect investment, as the case may be, in Zenith, including the price and availability of the securities of Zenith, subsequent developments affecting Zenith's business, other investment and business opportunities available to the Reporting Persons and general stock market and economic conditions. Based upon these and other factors, the Reporting Persons may decide to purchase additional securities of Zenith or may decide in the future to sell all or part of their investment in Zenith; (b) The Reporting Persons have no plans or proposals to cause Zenith to enter into any extraordinary corporate transaction, such as a merger, reorganization or liquidation of Zenith or any of its subsidiaries; (c) The Reporting Persons have no plans or proposals to cause Zenith or any of its subsidiaries to sell or transfer a material amount of assets; (d) The Reporting Persons have no plans or proposals which would result in a change in the present board of directors or management of Zenith, whether through a change in the number or term of directors or otherwise; (e) The Reporting Persons have no plans to make any material change in the present capitalization or dividend policy of Zenith; (f) The Reporting Persons have no plans or proposals to cause Zenith to make any other material change in its business or corporate structure; (g) The Reporting Persons have no plans or proposals to cause Zenith to change its certificate of incorporation or bylaws or to take other actions which may impede the acquisition of control of Zenith by any person; (h) The Reporting Persons have no plans or proposals to cause the shares of Common Stock of Zenith to be delisted from any securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system; 23 (i) The Reporting Persons have no plans or proposals to cause the shares of Common Stock of Zenith to become eligible for termination of registration pursuant to Section 12(g) of the Exchange Act; and (j) The Reporting Persons have no plans or proposals to take any actions similar to those enumerated above. The descriptions in this Item 4 of the Standstill Agreement are qualified in their entirety by reference to the Standstill Agreement, a copy of which has been filed as an Exhibit to this Schedule 13D." ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Schedule 13D is hereby amended in its entirety to read as follows: "(a) Based on the most recent information available, the aggregate number and percentage of the shares of Common Stock of Zenith (the securities identified pursuant to Item 1 of this Schedule 13D) that are beneficially owned by each of the Reporting Persons are 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. The Senior Notes are convertible at any time prior to March 30, 2023 following the occurrence of any of the following events: (i) during any fiscal quarter (beginning with the third quarter of 2003) if the sale price of Zenith's Common Stock for at least 20 trading days in the 30 trading-day period ending on the last trading day of the immediately preceding fiscal quarter exceeds 120% of the conversion price on that 30th trading day; (ii) after the 30th day following the initial issuance of the Senior Notes, if, and so long as, the Senior Notes are rated by Standard & Poor's Rating Services below "BB-" (or an equivalent successor rating), or the credit rating assigned to the Senior Notes is suspended or withdrawn; (iii) if Zenith has called the Senior Notes for redemption; or (iv) upon the occurrence of certain corporate events. If the Senior Notes were convertible into shares of Common Stock of Zenith as of the date of the filing of this Schedule 13D at the conversion rate then applicable, the following Reporting Persons would be deemed to beneficially own, as of such date, the aggregate number and percentage of the shares of Common Stock of Zenith set forth below.
Aggregate Amount Percent of Class Represented Name of Reporting Person Beneficially Owned by Such Amount - ------------------------ ------------------ ---------------------------- Odyssey America, OdysseyRe 2,414,200 12.1% TIG Insurance Group, 5,380,649 26.9% TIG Holdings, Inc. Fairfax Inc., FFHL Group Ltd. 8,687,871 43.5% Fairfax, 810679, Sixty Two, 9,011,445 45.1% 1109519, V. Prem Watsa
(b) The numbers of shares of Common Stock of Zenith as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power are set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference. (c) Except as described herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed in Annex A, B, C, D, E, F, G, H, I, J, K, L, M, N, O or P, beneficially owns, or during the last 60 days has acquired or disposed of, any shares of Common Stock of Zenith. 24 (d) No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock of Zenith held by the Reporting Persons other than each of the Reporting Persons. (e) Not applicable." ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 of the Schedule 13D is hereby amended in its entirety to read as follows: Except as described in this Schedule 13D, none of the persons named in Item 2, nor to the best knowledge of each of the Reporting Persons any person listed in Annex A, B, C, D, E, F, G, H, I, J, K, L, M, N, O or P, has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of Zenith, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. In connection with the Transaction, each of Fairfax and Odyssey Re has entered into a lock-up agreement dated March 20, 2003 and March 18, 2003, respectively (together, the "Lock-up Agreements"). The Lock-up Agreements restrict the ability of Fairfax, OdysseyRe, and entities under the control of either of them to directly or indirectly (without the prior written consent of Banc of America Securities LLC, Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated) transfer shares of, or securities convertible into shares of, Common Stock of Zenith for the period commencing on the date of the agreement and ending 90 days following March 18, 2003; provided, however, that transfers of shares of Common Stock of Zenith may be made to entities wholly-owned by Fairfax or OdysseyRe. Further, Fairfax has entered into a Proxy Agreement dated March 28, 2002 (the "Proxy Agreement") appointing John Clark (the "Trustee") as its proxy with respect to all matters for which Fairfax and all of its subsidiary corporations have the right to vote shares of Common Stock of Zenith. Under the Proxy Agreement, the Trustee shall vote such shares in the same proportion as the vote ultimately cast by all other voting shareholders. In the event that a proxy contest not supported by management occurs while the Standstill Agreement remains in effect, the Trustee shall vote as recommended by management of Zenith. Fairfax has also agreed to the Standstill Amendment which extends Fairfax's covenants and agreements contained in the Original Standstill Agreement until the earlier of (i) December 31, 2006 or (ii) the date on which Stanley R. Zax is no longer the full-time President and Chairman of the Board of Directors of Zenith. The descriptions in this Item 6 of the Lock-up Agreements, the Proxy Agreement, the Standstill Amendment and the Original Standstill Agreement are qualified in their entirety by reference to the Lock-up Agreements, the Proxy Agreement, the Standstill Amendment and the Original Standstill Agreement, copies of which have been filed as exhibits to this Schedule 13D. 25 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 of the Schedule 13D is hereby amended by the addition of the following exhibits to the end thereof: "2.5 Joint Filing Agreement dated as of March 21, 2003 between V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited., CRC (Bermuda) Reinsurance Limited, FFHL Group Ltd., Fairfax Inc., TIG Holdings, Inc., TIG Insurance Group, TIG Insurance Company, Odyssey Re Holdings Corp., Odyssey America Reinsurance Corporation, Odyssey Reinsurance Corporation, Crum & Forster Holding Inc., United States Fire Insurance Company, and The North River Insurance Company. 2.6 Proxy Agreement dated March 28, 2002 of Fairfax Financial Holdings Limited. 2.7 Lock-up Agreement dated March 20, 2003 of Fairfax Financial Holdings Limited. 2.8 Lock-up Agreement dated March 18, 2003 of Odyssey Re Holdings Corp. 2.9 Amendment No. 1 to Standstill Agreement dated March 21, 2003 between Fairfax Financial Holdings Limited and Zenith National Insurance Corp." 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 Schedule 13D with respect to the undersigned is true, complete and correct. IN WITNESS WHEREOF, the undersigned has executed this Schedule 13D as of the 21st day of March, 2003. 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 27 Fairfax Financial Holdings Limited By: /s/ Eric P. Salsberg ----------------------------------- Name: Eric P. Salsberg Title: Vice President, Corporate Affairs CRC (Bermuda) Reinsurance Limited By: /s/ Ronald Schokking ----------------------------------- Name: Ronald Schokking Title: Vice President FFHL Group Ltd. By: /s/ Eric P. Salsberg ----------------------------------- Name: Eric P. Salsberg Title: Vice President Fairfax Inc. By: /s/ Eric P. Salsberg ----------------------------------- Name: Eric P. Salsberg Title: Vice President 28 TIG Holdings, Inc. By: /s/ Eric P. Salsberg ----------------------------------- Name: Eric P. Salsberg Title: Vice President TIG Insurance Group By: /s/ Scott Donovan ----------------------------------- Name: Scott Donovan Title: President TIG Insurance Company By: /s/ Scott Donovan ----------------------------------- Name: Scott Donovan Title: President Odyssey Re Holdings Corp. By: /s/ Donald L. Smith ----------------------------------- Name: Donald L. Smith Title: Senior Vice President, General Counsel and Corporate Secretary 29 Odyssey America Reinsurance Corporation By: /s/ Donald L. Smith ----------------------------------- Name: Donald L. Smith Title: Senior Vice President Odyssey Reinsurance Corporation By: /s/ Donald L. Smith ----------------------------------- Name: Donald L. Smith Title: Senior Vice President Crum & Forster Holding Inc. By: /s/ Mary Jane Robertson ----------------------------------- Name: Mary Jane Robertson Title: Executive Vice President, Treasurer & Chief Financial Officer United States Fire Insurance Company By: /s/ Mary Jane Robertson ----------------------------------- Name: Mary Jane Robertson Title: Executive Vice President, Treasurer & Chief Financial Officer 30 The North River Insurance Company By: /s/ Mary Jane Robertson ----------------------------------- Name: Mary Jane Robertson Title: Executive Vice President, Treasurer & Chief Financial Officer 31 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 CRC (Bermuda) Reinsurance Limited F Directors and Executive Officers of FFHL Group Ltd. G Directors and Executive Officers of Fairfax Inc. H Directors and Executive Officers of TIG Holdings, Inc. I Directors and Executive Officers of TIG Insurance Group J Directors and Executive Officers of TIG Insurance Company K Directors and Executive Officers of Odyssey Re Holdings Corp. L Directors and Executive Officers of Odyssey America Reinsurance Corporation M Directors and Executive Officers of Odyssey Reinsurance Corporation N Directors and Executive Officers of Crum & Forster Holding Inc. O Directors and Executive Officers of United States Fire Insurance Company P Directors and Executive Officers of The North River Insurance Company
32 ANNEX A DIRECTORS AND EXECUTIVE OFFICERS OF 1109519 ONTARIO LIMITED The following table sets forth certain information with respect to the directors and executive officers of 1109519 Ontario Limited.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN NAME WHICH SUCH EMPLOYMENT IS CONDUCTED CITIZENSHIP - ---- -------------------------------------------- ----------- V. Prem Watsa Chairman and Chief Executive Officer, Canadian (President and Director) Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 Eric P. Salsberg Vice President, Corporate Affairs, Fairfax Canadian (Assistant Secretary and Director) Financial Holdings Limited
33 ANNEX B DIRECTORS AND EXECUTIVE OFFICERS OF THE SIXTY TWO INVESTMENT COMPANY LIMITED The following table sets forth certain information with respect to the directors and executive officers of The Sixty Two Investment Company Limited.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN NAME WHICH SUCH EMPLOYMENT IS CONDUCTED CITIZENSHIP - ---- -------------------------------------------- ----------- Winslow W. Bennett President, Winwood Holdings Ltd. Canadian (Chairman) 505 Burrard Street Suite 1880 Vancouver, British Columbia V7X 1M6 V. Prem Watsa Chairman and Chief Executive Officer, Canadian (President and Director) Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 Eric P. Salsberg Vice President, Corporate Affairs, Fairfax Canadian (Assistant Secretary and Director) Financial Holdings Limited
34 ANNEX C DIRECTORS AND EXECUTIVE OFFICERS OF 810679 ONTARIO LIMITED The following table sets forth certain information with respect to the directors and executive officers of 810679 Ontario Limited.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN NAME WHICH SUCH EMPLOYMENT IS CONDUCTED CITIZENSHIP - ---- -------------------------------------------- ----------- Winslow W. Bennett President, Winwood Holdings Ltd. Canadian (Chairman) 505 Burrard Street Suite 1880 Vancouver, British Columbia V7X 1M6 V. Prem Watsa Chairman and Chief Executive Officer, Canadian (President and Director) Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 Eric P. Salsberg Vice President, Corporate Affairs, Fairfax Canadian (Assistant Secretary and Director) Financial Holdings Limited
35 ANNEX D DIRECTORS AND EXECUTIVE OFFICERS OF FAIRFAX FINANCIAL HOLDINGS LIMITED The following table sets forth certain information with respect to the directors and executive officers of Fairfax Financial Holdings Limited.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN NAME WHICH SUCH EMPLOYMENT IS CONDUCTED CITIZENSHIP - ---- -------------------------------------------- ----------- V. Prem Watsa Chairman and Chief Executive Officer, Fairfax Canadian (Chairman and Chief Executive Officer) Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 Winslow W. Bennett President, Winwood Holdings Ltd. Canadian (Director) 505 Burrard Street, Suite 1880 Vancouver, British Columbia V7X 1M6 Robbert Hartog President, Robhar Investments Ltd. Canadian (Director) R.R. #1 Perkinsfield, Ontario L0L 2J0 Anthony Griffiths Independent Business Consultant Canadian (Director) Toronto, Ontario, Canada Trevor J. Ambridge Vice President and Chief Canadian (Vice President and Chief Financial Officer) Financial Officer, Fairfax Financial Holdings Limited Eric P. Salsberg Vice President, Corporate Affairs, Canadian (Vice President, Corporate Affairs) Fairfax Financial Holdings Limited
36 ANNEX E DIRECTORS AND EXECUTIVE OFFICERS OF CRC (BERMUDA) REINSURANCE LIMITED The following table sets forth certain information with respect to the directors and executive officers of CRC (Bermuda) Reinsurance Limited.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN WHICH NAME SUCH EMPLOYMENT IS CONDUCTED CITIZENSHIP - ---- ---------------------------------------------- ----------- Sam Chan Vice President Canadian (Director and President) Fairfax Financial Holdings Limited 95 Wellington Street West, Ste. 800 Toronto, ON Charles Collis Attorney British/Bermudian (Director) Conyers Dill & Pearman Clarendon House, Church Street Hamilton, Bermuda Christopher Garrod Attorney British/Bermudian (Director) Conyers Dill & Pearman Clarendon House, Church Street Hamilton, Bermuda Ronald Schokking Vice President, Finance Canadian (Director, Vice President and Treasurer) Fairfax Financial Holdings Limited Bradley P. Martin Vice President Canadian (Vice President) Fairfax Financial Holdings Limited Eric P. Salsberg Vice President, Corporate Affairs Canadian (Vice President) Fairfax Financial Holdings Limited
37 ANNEX F DIRECTORS AND EXECUTIVE OFFICERS OF FFHL GROUP LTD. The following table sets forth certain information with respect to the directors and executive officers of FFHL Group Ltd.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN NAME WHICH SUCH EMPLOYMENT IS CONDUCTED CITIZENSHIP - ---- -------------------------------------------- ----------- James F. Dowd President and Chief Executive Officer, United States (Chairman) Fairfax Inc. 305 Madison Avenue Morristown, NJ 07962 Eric P. Salsberg Vice President, Corporate Affairs, Canadian (Vice President and Director) Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 Bradley P. Martin Vice President, Canadian (Vice President and Director) Fairfax Financial Holdings Limited V. Prem Watsa Chairman and Chief Executive Officer, Canadian (Vice President and Director) Fairfax Financial Holdings Limited Roland W. Jackson Vice President and Director, United States (Executive Vice President and Chief Financial Fairfax Inc. Officer)
38 ANNEX G DIRECTORS AND EXECUTIVE OFFICERS OF FAIRFAX INC. The following table sets forth certain information with respect to the directors and executive officers of Fairfax Inc.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN NAME WHICH SUCH EMPLOYMENT IS CONDUCTED CITIZENSHIP - ---- -------------------------------------------- ----------- Eric P. Salsberg Vice President, Corporate Affairs, Canadian (Vice President and Director) Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 James F. Dowd President and Chief Executive Officer, United States (President, Chief Executive Officer and Director) Fairfax Inc. 305 Madison Avenue Morristown, NJ 07962 Ronald Schokking Vice President, Canadian (Vice President, Treasurer and Director) Fairfax Financial Holdings Limited Roland W. Jackson Vice President and Director, United States (Vice President and Director) Fairfax Inc.
39 ANNEX H DIRECTORS AND EXECUTIVE OFFICERS OF TIG HOLDINGS, INC. The following table sets forth certain information with respect to the directors and executive officers of TIG Holdings, Inc.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN NAME WHICH SUCH EMPLOYMENT IS CONDUCTED CITIZENSHIP - ---- -------------------------------------------- ----------- V. Prem Watsa Chairman and Chief Executive Officer, Canadian (Chairman and Director) Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 Trevor J. Ambridge Vice President and Chief Canadian (Director) Financial Officer, Fairfax Financial Holdings Limited Michael A. Coutu Chairman, TIG Insurance Company, United States (Director) 5205 North O'Connor Blvd. Irving, Texas 75039 Dennis C. Gibbs Chief Executive Officer and Director, United States (Chief Executive Officer and Director) TIG Insurance Company R. Scott Donovan President and Director, United States (President and Director) TIG Insurance Company Michael J. Sluka Senior Vice President, Chief Financial United States (Senior Vice President, Chief Financial Officer, Officer, Treasurer and Director, and Treasurer) TIG Insurance Company
40 ANNEX I DIRECTORS AND EXECUTIVE OFFICERS OF TIG INSURANCE GROUP The following table sets forth certain information with respect to the directors and executive officers of TIG Insurance Group.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN NAME WHICH SUCH EMPLOYMENT IS CONDUCTED CITIZENSHIP - ---- -------------------------------------------- ----------- Michael A. Coutu Chairman, United States (Chairman and Director) TIG Insurance Company 5205 North O'Connor Blvd., Irving, Texas 75039 R. Scott Donovan President and Director, United States (President and Director) TIG Insurance Company Dennis C. Gibbs Chief Executive Officer and Director, United States (Chief Executive Officer and Director) TIG Insurance Company William J. Gillett Senior Vice President, General Counsel, United States (Senior Vice President, General Counsel, Secretary, and Director, Secretary, and Director) TIG Insurance Company Michael J. Sluka Senior Vice President, Chief Financial United States (Senior Vice President, Chief Financial Officer, Officer, Treasurer and Director, Treasurer, and Director) TIG Insurance Company
41 ANNEX J DIRECTORS AND EXECUTIVE OFFICERS OF TIG INSURANCE COMPANY The following table sets forth certain information with respect to the directors and executive officers of TIG Insurance Company.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN NAME WHICH SUCH EMPLOYMENT IS CONDUCTED CITIZENSHIP - ---- -------------------------------------------- ----------- Michael A. Coutu Chairman, United States (Chairman and Director) TIG Insurance Company 5205 North O'Connor Blvd., Irving, Texas 75039 R. Scott Donovan President and Director, United States (President and Director) TIG Insurance Company Charles G. Ehrlich Senior Vice President and Director, United States (Senior Vice President and Director) TIG Insurance Company Dennis C. Gibbs Chief Executive Officer and Director, United States (Chief Executive Officer and Director) TIG Insurance Company William J. Gillett Senior Vice President, General Counsel, United States (Senior Vice President, General Counsel, Secretary, and Director, Secretary, and Director) TIG Insurance Company Robert L. Gossett Senior Vice President and Director, United States (Senior Vice President and Director) TIG Insurance Company Michael J. Sluka Senior Vice President, Chief Financial United States (Senior Vice President, Chief Financial Officer, Officer, Treasurer and Director, Treasurer and Director) TIG Insurance Company
42 ANNEX K DIRECTORS AND EXECUTIVE OFFICERS OF ODYSSEY RE HOLDINGS CORP. The following table sets forth certain information with respect to the directors and executive officers of Odyssey Re Holdings Corp.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN NAME WHICH SUCH EMPLOYMENT IS CONDUCTED CITIZENSHIP - ---- -------------------------------------------- ----------- V. Prem Watsa Chairman and Chief Executive Officer, Fairfax Canadian (Chairman) Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 James F. Dowd President and Chief Executive Officer, United States (Vice Chairman) Fairfax Inc. 305 Madison Avenue Morristown, NJ 07962 Andrew Barnard President and Chief Executive Officer, United States (President and Chief Executive Officer) Odyssey Re Holdings Corp. 140 Broadway Avenue 39th Floor New York, NY 10005 Michael G. Wacek Executive Vice President, United States (Executive Vice President) Odyssey Re Holdings Corp. Charles D. Troiano Executive Vice President and Chief Financial United States (Executive Vice President and Chief Financial Officer, Officer) Odyssey Re Holdings Corp. Anthony J. Narciso, Jr. Senior Vice President and Controller, United States (Senior Vice President and Controller) Odyssey Re Holdings Corp.
43
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN NAME WHICH SUCH EMPLOYMENT IS CONDUCTED CITIZENSHIP - ---- -------------------------------------------- ----------- Donald L. Smith Senior Vice President, United States (Senior Vice President, General Counsel and General Counsel and Corporate Secretary, Corporate Secretary ) Odyssey Re Holdings Corp. Winslow W. Bennett President, Winwood Holdings Ltd. Canadian (Director) 505 Burrard Street, Suite 1880 Vancouver, British Columbia V7X 1M6 Anthony F. Griffiths Independent Consultant and Corporate Director, Canadian (Director) 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 Robbert Hartog President, Robhar Investments Ltd. Canadian (Director) R.R. #1 Perkinsfield, Ontario L0L 2J0 Brandon W. Sweitzer Senior Advisor, United States (Director) Marsh & McLennan Companies, Inc. 1166 Avenue of the Americas New York, New York 10036
44 ANNEX L DIRECTORS AND EXECUTIVE OFFICERS OF ODYSSEY AMERICA REINSURANCE CORPORATION The following table sets forth certain information with respect to the directors and executive officers of Odyssey America Reinsurance Corporation.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN NAME WHICH SUCH EMPLOYMENT IS CONDUCTED CITIZENSHIP - ---- -------------------------------------------- ----------- Andrew A. Barnard President and Chief Executive Officer, United States (Chief Executive Officer and Director) Odyssey Re Holdings Corp. 140 Broadway Avenue, 39th Floor New York, NY 10005 James F. Dowd President and Chief Executive Officer, United States (Director) Fairfax Inc. 305 Madison Avenue Morristown, NJ 07962 Mark W. Hinkley Executive Vice President, United States (Executive Vice President and Director) Odyssey America Reinsurance Corporation 300 First Stamford Place Stamford, CT 06902 James E. Migliorini Senior Vice President, United States (Senior Vice President and Director) Odyssey America Reinsurance Corporation Donald L. Smith Senior Vice President, General Counsel and United States (Senior Vice President and General Legal Counsel Corporate Secretary, and Director) Odyssey Re Holdings Corp. Michael G. Wacek Executive Vice President, United States (President and Director) Odyssey Re Holdings Corp.
45
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN NAME WHICH SUCH EMPLOYMENT IS CONDUCTED CITIZENSHIP - ---- -------------------------------------------- ----------- Brian D. Young Executive Vice President, United States (Executive Vice President and Director) Odyssey America Reinsurance Corporation Charles D. Troiano Executive Vice President and Chief Financial United States (Director) Officer, Odyssey Re Holdings Corp.
46 ANNEX M DIRECTORS AND EXECUTIVE OFFICERS OF ODYSSEY REINSURANCE CORPORATION The following table sets forth certain information with respect to the directors and executive officers of Odyssey Reinsurance Corporation.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN NAME WHICH SUCH EMPLOYMENT IS CONDUCTED CITIZENSHIP - ---- -------------------------------------------- ----------- Andrew A. Barnard President and Chief Executive Officer, United States (Chairman and Director) Odyssey Re Holdings Corp. 140 Broadway Avenue, 39th Floor New York, NY 10005 Mark W. Hinkley Executive Vice President, United States (Executive Vice President and Director) Odyssey America Reinsurance Corporation 300 Stamford Place Stamford, CT 06902 James E. Migliorini Senior Vice President, United States (Senior Vice President and Director) Odyssey America Reinsurance Corporation Donald L. Smith Senior Vice President, General Counsel and United States (Vice President, General Counsel, Corporate Corporate Secretary, Secretary and Director) Odyssey Re Holdings Corp. Michael G. Wacek Executive Vice President, United States (President and Director) Odyssey Re Holdings Corp. Brian D. Young Executive Vice President, United States (Senior Vice President and Director) Odyssey America Reinsurance Corporation
47
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN NAME WHICH SUCH EMPLOYMENT IS CONDUCTED CITIZENSHIP - ---- -------------------------------------------- ----------- Charles D. Troiano Executive Vice President and Chief Financial United States (Director) Officer, Odyssey Re Holdings Corp.
48 ANNEX N DIRECTORS AND EXECUTIVE OFFICERS OF CRUM & FORSTER HOLDING INC. The following table sets forth certain information with respect to the directors and executive officers of Crum & Forster Holding Inc.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN NAME WHICH SUCH EMPLOYMENT IS CONDUCTED CITIZENSHIP - ---- -------------------------------------------- ----------- Bruce A. Esselborn Chairman and Chief Executive Officer, United States (Chairman and CEO) Crum & Forster Holding Inc. and various other insurance subsidiaries 305 Madison Avenue Morristown, NJ 07962 Nikolas Antonopoulos President, United States (President and Director) Crum & Forster Holding Inc. and various other insurance subsidiaries Mary Jane Robertson Senior Executive Vice President and United States (Senior Executive Vice President, Treasurer Treasurer, Crum & Forster Holding Inc. and Director) and various other insurance subsidiaries Douglas M. Libby President, United States (Senior Vice President and Director) Seneca Insurance Company 160 Water Street New York, NY 10038
49 ANNEX O DIRECTORS AND EXECUTIVE OFFICERS OF UNITED STATES FIRE INSURANCE COMPANY The following table sets forth certain information with respect to the directors and executive officers of United States Fire Insurance Company.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN NAME WHICH SUCH EMPLOYMENT IS CONDUCTED CITIZENSHIP - ---- -------------------------------------------- ----------- Bruce A. Esselborn Chairman and Chief Executive Officer, United States (Chairman, Chief Executive Officer and Director) Crum & Forster Holding Inc. and various other insurance subsidiaries 305 Madison Avenue Morristown, NJ 07962 Nikolas Antonopoulos President, United States (President and Director) Crum & Forster Holding Inc. and various other insurance subsidiaries Mary Jane Robertson Senior Executive Vice President and Treasurer, United States (Senior Executive Vice President, Treasurer, Crum & Forster Holding Inc. and various other Chief Financial Officer and Director) insurance subsidiaries Dennis J. Hammer Senior Vice President and Controller, United States (Senior Vice President, Controller and Director) United States Fire Insurance Company Douglas M. Libby President, United States (Director) Seneca Insurance Company 160 Water Street New York, NY 10038
50
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN NAME WHICH SUCH EMPLOYMENT IS CONDUCTED CITIZENSHIP - ---- --------------------------------------------- ----------- Joseph F. Braunstein, Jr. Executive Senior Vice President of Marketing, United States (Executive Senior Vice President and Director) United States Fire Insurance Company Peter J. Daly Senior Vice President of Surety, United States (Senior Vice President and Director) United States Fire Insurance Company Paul Kush Senior Vice President Claims, United States (Senior Vice President and Director) United States Fire Insurance Company Albert B. Lewis Attorney, United States (Director) D'Amato & Lynch 70 Pine Street New York, NY 10270 Gary S. Resman Senior Vice President of Underwriting, United States (Senior Vice President and Director) United States Fire Insurance Company Frances A. Smith Senior Vice President of Actuarial, United States (Senior Vice President and Director) United States Fire Insurance Company Donald R. Fischer Senior Vice President of Underwriting United States (Senior Vice President and Director) United States Fire Insurance Company Mary J. Hughes Senior Vice President of Underwriting United States (Senior Vice President and Director) United States Fire Insurance Company Marc T.A. Wolin Treasurer, Chief Financial Officer and United States (Director) Secretary Seneca Insurance Company, Inc. 160 Water Street New York, New York 10038
51 ANNEX P DIRECTORS AND EXECUTIVE OFFICERS OF THE NORTH RIVER INSURANCE COMPANY The following table sets forth certain information with respect to the directors and executive officers of The North River Insurance Company.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN NAME WHICH SUCH EMPLOYMENT IS CONDUCTED CITIZENSHIP - ---- -------------------------------------------- ----------- Bruce A. Esselborn Chairman and Chief Executive Officer, United States (Chairman and Chief Executive Officer) Crum & Forster Holding Inc. and various other insurance subsidiaries 305 Madison Avenue Morristown, NJ 07962 Nikolas Antonopoulos President, United States (President and Director) Crum & Forster Holding Inc. and various other insurance subsidiaries Mary Jane Robertson Senior Executive Vice President and Treasurer, United States (Senior Executive Vice President, Treasurer, Crum & Forster Holding Inc and various other Chief Financial Officer and Director) insurance subsidiaries Dennis J. Hammer Senior Vice President and Controller, United States (Senior Vice President and Controller) United States Fire Insurance Company
52 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 2.5 Joint Filing Agreement dated as of March 21, 2003 between, V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited., CRC (Bermuda) Reinsurance Limited, FFHL Group Ltd., Fairfax Inc., TIG Holdings, Inc., TIG Insurance Group, TIG Insurance Company, Odyssey Re Holdings Corp., Odyssey America Reinsurance Corporation, Odyssey Reinsurance Corporation, Crum & Forster Holding Inc., United States Fire Insurance Company, and The North River Insurance Company. 2.6 Proxy Agreement dated March 28, 2002 of Fairfax Financial Holdings Limited. 2.7 Lock-up Agreement dated March 20, 2003 of Fairfax Financial Holdings Limited. 2.8 Lock-up Agreement dated March 18, 2003 of Odyssey Re Holdings Corp. 2.9 Amendment No. 1 to Standstill Agreement dated March 21, 2003 between Fairfax Financial Holdings Limited and Zenith National Insurance Corp.
53 EX-2.5 3 t09325a2exv2w5.txt JOINT FILING AGREEMENT DATED AS OF MARCH 21, 2003 CUSIP No. 989390109 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 March 21, 2003 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/ Eric P. Salsberg --------------------------------- Name: Eric P. Salsberg Title: Vice President, Corporate Affairs CRC (BERMUDA) REINSURANCE LIMITED By: /s/ Ronald Schokking --------------------------------- Name: Ronald Schokking Title: Vice President FFHL GROUP LTD. By: /s/ Eric P. Salsberg --------------------------------- Name: Eric P. Salsberg Title: Vice President FAIRFAX INC. By: /s/ Eric P. Salsberg --------------------------------- Name: Eric P. Salsberg Title: Vice President TIG HOLDINGS, INC. By: /s/ Eric P. Salsberg --------------------------------- Name: Eric P. Salsberg Title: Vice President TIG INSURANCE GROUP By: /s/ Scott Donovan --------------------------------- Name: Scott Donovan Title: President TIG INSURANCE COMPANY By: /s/ Scott Donovan --------------------------------- Name: Scott Donovan Title: President ODYSSEY RE HOLDINGS CORP. By: /s/ Donald L. Smith --------------------------------- Name: Donald L. Smith Title: Senior Vice President, General Counsel and Corporate Secretary ODYSSEY AMERICA REINSURANCE CORPORATION By: /s/ Donald L. Smith --------------------------------- Name: Donald L. Smith Title: Senior Vice President ODYSSEY REINSURANCE CORPORATION By: /s/ Donald L. Smith --------------------------------- Name: Donald L. Smith Title: Senior Vice President CRUM & FORSTER HOLDING INC. By: /s/ Mary Jane Robertson --------------------------------- Name: Mary Jane Robertson Title: Executive Vice President & Treasurer UNITED STATES FIRE INSURANCE COMPANY By: /s/ Mary Jane Robertson --------------------------------- Name: Mary Jane Robertson Title: Executive Vice President, Treasurer & Chief Financial Officer THE NORTH RIVER INSURANCE COMPANY By: /s/ Mary Jane Robertson --------------------------------- Name: Mary Jane Robertson Title: Executive Vice President, Treasurer & Chief Financial Officer EX-2.6 4 t09325a2exv2w6.txt PROXY AGREEMENT DATED MARCH 28, 2002 PROXY AGREEMENT FAIRFAX FINANCIAL HOLDINGS LIMITED ("FFH") hereby appoints John Clark ("Trustee") as its proxy with respect to all matters for which FFH and all of its subsidiary corporations, including but not limited to TIG Insurance Company ("TIG"), U.S. Fire Insurance Company and North River Insurance Company ("CFI"), Odyssey America Re and Odyssey Reinsurance Corporation ("Odyssey") ("the subsidiaries"), have the right to vote shares of the Common Stock of Zenith National Insurance Corp. ("Zenith") now or hereafter held by FFH or the subsidiaries ("the shares"), with such proxy being applicable to each such share of Zenith stock held by FFH or the subsidiaries as long as, but only as long as, such share is held by FFH or the subsidiaries, subject to the following terms and conditions: 1. Determination of Shares The number of the shares subject to this proxy at the time of its execution is 7,808,645 shares of Common Stock. FFH shall give the Trustee notice of any change in the number of the shares subject hereto as promptly as practicable and, in any event, within 10 days of such a change. 2. Method of Voting (a) In voting the shares on any matter presented to it, the Trustee shall vote the shares in the same proportion as the vote ultimately cast by all other voting shareholders. (b) In the event of a hostile proxy contest, "hostile" defined as not supported by management, occurring while the Standstill Agreement made as of June 30, 1999 between Zenith and FFH remains in effect, the Trustee shall vote as recommended by management of Zenith. (c) Promptly following the date on which all votes of shareholders on a given matter are tallied by Zenith, the Trustee shall inform FFH of all action taken by the Trustee under this proxy by providing written notice thereof to FFH. 3. Compensation FFH shall reimburse the Trustee for all of his out-of-pocket expenses incurred in acting as proxy hereunder. In the event that during the duration of this proxy the Trustee shall be required to appear before any court of federal, state or local commission, department or agency to testify or give evidence in his capacity as proxy hereunder, FFH shall pay the Trustee, in addition, his reasonable costs for the time that the Trustee is required to be engaged in such activity. The Trustee shall not otherwise be entitled to compensation for his services hereunder. 4. Application to Consents This proxy shall operate with equal force and effect with respect to all matters for which Zenith solicits the written consent of its shareholders. 5. Notices and Material Correspondence (a) Immediately upon the execution of this proxy, FFH shall cause an executed copy thereof, certified by its Secretary or Assistant Secretary, to be sent to the Secretary of Zenith. FFH shall request the Secretary of Zenith to send to the Trustee copies of all material relating to any Zenith meeting of shareholders or to any request for written consent of shareholders. FFH shall, from time to time, execute such other documents and perform such other acts as shall be necessary to effect the purposes of this proxy. In recognizing any vote, proxy, or written consent effected or executed by the Trustee on behalf of FFH, Zenith may assume full compliance with the terms and conditions hereof unless its Secretary has received, reasonably in advance of such recognition, written notice to the contrary from an officer of FFH. (b) All material correspondence between FFH or the subsidiaries and the Trustee relating to the subject matter of this proxy shall be in writing. Such correspondence, together with the communications provided for in Paragraphs 2(b) and 4, shall be retained for a period of three years. 6. Indemnification FFH shall indemnify, defend and hold harmless the Trustee from and against any and all claims, losses, liabilities, damages or deficiencies (including, without limitation, reasonable attorneys' fees) arising out of action of the Trustee hereunder (other than the Trustee's willful default or bad faith). Promptly after receipt by the Trustee of any claim or notice of the commencement of any action or proceeding subject to this indemnification, the Trustee shall provide written notice thereof to FFH. 7. Duration This proxy shall take effect as of the date of its execution and shall be applicable to all matters presented to Zenith shareholders from such date up to its termination as provided in Paragraph 8. 8. Termination (a) FFH will have the right to revoke this proxy only upon the occurrence of one or more of the following events: i. FFH determines that the Trustee is no longer acting, materially, in accordance with the procedures set forth in paragraph 2 above; ii. Any governmental agency or department determines that this proxy or its exercise is not permitted, either by any law over which that agency or department has jurisdiction and to which FFH or the subsidiaries are subject, or by any regulation, rule or order thereunder; iii. The Trustee dies or, is in FFH's determination, disabled to the extent of being incapable of acting (or acting responsibly) as trustee hereunder. (b) The Trustee shall have the right to terminate this proxy at any time upon the giving of not less than 30 days notice in writing. 9. Addresses All notice or other communications hereunder to be addressed to FFH shall be sent to: Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto ON M5J 2N7 Attention: Chief Executive Officer All notices or other communications hereunder to be addressed to the Trustee shall be sent to: John Clark President J.C. Clark Ltd. BCE Place, Suite 2240 161 Bay Street, P.O. Box 218 Toronto ON M5J 2S1 Dated; March 28,2002 FAIRFAX FINANCIAL HOLDINGS LIMITED by: /s/ Eric Salsberg ---------------------------------------- Name: Eric Salsberg Title: Vice President, Corporate Affairs EX-2.7 5 t09325a2exv2w7.txt LOCK-UP AGREEMENT DATED MARCH 20, 2003 March 20, 2003 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED North Tower World Financial Center New York, New York 10281 Re: Proposed Offering by Zenith National Insurance Corp. Of Convertible Notes due 2023 Ladies and Gentlemen: Fairfax Financial Holdings Limited, a financial services holding company incorporated under the laws of Canada, which is the beneficial owner of shares of the common stock of Zenith National Insurance Corp., a Delaware corporation (the "Offeror"), understands that BANC OF AMERICA SECURITIES LLC and MERRILL, LYNCH & CO. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED acting as representatives (in such capacity, the "Representatives") of the initial purchasers named in Schedule A of the Purchase Agreement (as defined below) (the "Initial Purchasers") propose to enter into a Purchase Agreement (the "Purchase Agreement") with the Offeror providing for the offering, pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), of the Offeror's Convertible Notes due 2023 (the "Initial Securities") and the grant by the Offeror to the Initial Purchasers of the option to purchase additional Convertible Notes due 2023 to cover over-allotments, if any (the "Option Securities"). The Initial Securities, together with the Option Securities, are collectively referred to as the "Securities". In recognition of the benefit that such an offering will confer upon the undersigned as a beneficial owner of the common stock of the Offeror, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the undersigned agrees with the Initial Purchasers that, during the period commencing on the date hereof and ending 90 days from the date of the Final Offering Memorandum, without the prior written consent of the Representatives on behalf of the Initial Purchasers, the undersigned will not, and will cause each other entity under its control (including without limitation, all of its subsidiaries) not to, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or lend or otherwise dispose of or transfer any shares of the Offeror's common stock, par value $1.00 per share (the "Common Stock"), or any securities convertible into or exchangeable or exercisable for or repayment with Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or cause to be filed by registration statement under the Securities Act, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Common Stock or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (i) offers, sales, gifts, assignments or transfers of shares of Common Stock or options to purchase shares of Common Stock made to (A) corporations, partnerships, limited liability companies or other entities to the extent such entities are wholly owned by the undersigned or by Odyssey Re Holdings Corp,, (B) charitable organizations, or (C) pledges of shares of Common Stock to a bank or other financial institution, solely to the extent that in the case of clauses (A), (B) and (C) each recipient agrees to be bound by the restrictions set forth herein or (ii) transfers of shares of Common Stock or options to purchase shares of Common Stock made to any trust for the direct or indirect benefit of the undersigned or any party listed in (i) above, provided that the trustee of the trust agrees to be bound by the restrictions set forth herein. It is understood that, if the Offeror notifies you that it does not intend to proceed with the proposed offering, if the Purchase Agreement does not become effective by April 30, 2003, or if the Purchase Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities, the undersigned will be, immediately and without any further action, released from the obligations under this letter agreement. FAIRFAX FINANCIAL HOLDINGS LIMITED By: /s/ Eric Salsberg --------------------------------- Name: Eric Salsberg Title: Vice President, Corporate Affairs 2 EX-2.8 6 t09325a2exv2w8.txt LOCK-UP AGREEMENT DATED MARCH 18, 2003 March 18, 2003 BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019 MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED North Tower World Financial Center New York, New York 10281 Re: Proposed Offering by Zenith National Insurance Corp. Of Convertible Notes due 2023 Ladies and Gentlemen: Odyssey Re Holdings Corp., a holding company incorporated under the laws of the State of Delaware, which is the beneficial owner of shares of the common stock of Zenith National Insurance Corp., a Delaware corporation (the "Offeror"), understands that BANC OF AMERICA SECURITIES LLC and MERRILL, LYNCH & CO. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED acting as representatives (in such capacity, the "Representatives") of the initial purchasers named in Schedule A of the Purchase Agreement (as defined below) (the "Initial Purchasers") propose to enter into a Purchase Agreement (the "Purchase Agreement") with the Offeror providing for the offering, pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), of the Offeror's Convertible Notes due 2023 (the "Initial Securities") and the grant by the Offeror to the Initial Purchasers of the option to purchase additional Convertible Notes due 2023 to cover over-allotments, if any (the "Option Securities"). The Initial Securities, together with the Option Securities, are collectively referred to as the "Securities". In recognition of the benefit that such an offering will confer upon the undersigned as a beneficial owner of the common stock of the Offeror, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the undersigned agrees with the Initial Purchasers that, during the period commencing on the date hereof and ending 90 days from the date of the Final Offering Memorandum, without the prior written consent of the Representatives on behalf of the Initial Purchasers, the undersigned will not, and will cause each other entity under its control (including without limitation, all of its subsidiaries) not to, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or lend or otherwise dispose of or transfer any shares of the Offeror's common stock, par value $1.00 per share (the "Common Stock"), or any securities convertible into or exchangeable or exercisable for or repayment with Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or cause to be filed by registration statement under the Securities Act, with respect to any of the foregoing or (ii) enter into any swap or any other 1 agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Common Stock or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (i) offers, sales, gifts, assignments or transfers of shares of Common Stock or options to purchase shares of Common Stock made to (A) corporations, partnerships, limited liability companies or other entities to the extent such entities are wholly owned by the undersigned, (B) charitable organizations, or (C) pledges of shares of Common Stock to a bank or other financial institution, solely to the extent that in the case of clauses (A), (B) and (C) each recipient agrees to be bound by the restrictions set forth herein or (ii) transfers of shares of Common Stock or options to purchase shares of Common Stock made to any trust for the direct or indirect benefit of the undersigned or any party listed in (i) above, provided that the trustee of the trust agrees to be bound by the restrictions set forth herein. It is understood that, if the Offeror notifies you that it does not intend to proceed with the proposed offering, if the Purchase Agreement does not become effective by April 30, 2003, or if the Purchase Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities, the undersigned will be, immediately and without any further action, released from the obligations under this letter agreement. /s/ Donald L. Smith ODYSSEY RE HOLDINGS CORP. 2 EX-2.9 7 t09325a2exv2w9.txt AMENDMENT NO. 1 TO STANDSTILL AGREEMENT AMENDMENT NO. 1 TO STANDSTILL AGREEMENT Reference is hereby made to that certain Standstill Agreement, dated June 30, 1999 (the "Agreement"), by and between Zenith National Insurance Corp. (the "Company") and Fairfax Financial Holdings Limited, a Canada corporation ("Fairfax"). Defined terms used but not otherwise defined herein shall have the meanings specified in the Agreement. Whereas, the parties to the Agreement desire to extend the term of the Agreement as set forth herein; Now, therefore, the Agreement is hereby modified and amended, as follows: 1. Amendment. The penultimate sentence of Section 1.1 is hereby deleted in its entirety and replaced with the following: "The covenants and agreements contained in this Section 1.1 shall survive until the earlier of (i) December 31, 2006 and (ii) the date on which Stanley R. Zax is no longer the full-time Chairman of the Board and President of the Company." 2. Effective Date. This amendment shall become effective as of the date hereof. 3. Effect of Amendment. Except as amended hereby, the Agreement is ratified and confirmed and shall continue in full force and effect. 4. Counterparts. This amendment may be executed in one or more counterparts, each of which shall constitute an original, but all of which taken together shall be one and the same instrument. IN WITNESS WHEREOF, this Amendment is executed this 21st day of March, 2003. Zenith National Insurance Corp. By: /s/ Stanley R. Zax --------------------------------- Name: Stanley R. Zax Title: President and Chairman of the Board ACCEPTED AND AGREED to by: Fairfax Financial Holdings Limited By: /s/ Eric Salsberg ---------------------------------------- Name: Eric Salsberg Title: Vice President, Corporate Affairs 2 -----END PRIVACY-ENHANCED MESSAGE-----