sc13vg

0000909567-07-001049.txt : 20070810 0000909567-07-001049.hdr.sgml : 20070810 20070810170100 ACCESSION NUMBER: 0000909567-07-001049 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20070810 DATE AS OF CHANGE: 20070810 GROUP MEMBERS: 1109519 ONTARIO LIMITED GROUP MEMBERS: 810679 ONTARIO LIMITED GROUP MEMBERS: FAIRFAX FINANCIAL HOLDINGS LIMITED GROUP MEMBERS: ODYSSEY AMERICA REINSURANCE CORPORATION GROUP MEMBERS: ODYSSEY RE HOLDINGS CORP. GROUP MEMBERS: THE SIXTY TWO INVESTMENT COMPANY LIMITED GROUP MEMBERS: V. PREM WATSA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: International Coal Group, Inc. CENTRAL INDEX KEY: 0001320934 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 202641185 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81154 FILM NUMBER: 071046070 BUSINESS ADDRESS: STREET 1: 300 CORPORATE CENTRE DRIVE CITY: SCOTT DEPOT STATE: WV ZIP: 25560 BUSINESS PHONE: 304-760-2400 MAIL ADDRESS: STREET 1: 300 CORPORATE CENTRE DRIVE CITY: SCOTT DEPOT STATE: WV ZIP: 25560 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 13G 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 13G 1 o37262sc13vg.htm SC 13G sc13vg


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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

International Coal Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

45928H106

(CUSIP Number)

July 27, 2007

(Date of Event which Requires Filing of this Statement)

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


þ:		Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d)

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

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


CUSIP No.		45928H106		Page		2		of		20


1	NAMES OF REPORTING PERSONS: V. PREM WATSA

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	CANADIAN

		5	SOLE VOTING POWER:

NUMBER OF

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			17,689,000

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON

WITH:		8	SHARED DISPOSITIVE POWER:

			17,689,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	17,689,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	11.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


CUSIP No.		45928H106		Page		3		of		20


1	NAMES OF REPORTING PERSONS: 1109519 ONTARIO LIMITED

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	ONTARIO, CANADA

		5	SOLE VOTING POWER:

NUMBER OF

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			17,689,000

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON

WITH:		8	SHARED DISPOSITIVE POWER:

			17,689,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	17,689,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	11.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO


CUSIP No.		45928H106		Page		4		of		20


1	NAMES OF REPORTING PERSONS: THE SIXTY TWO INVESTMENT COMPANY LIMITED

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	BRITISH COLUMBIA, CANADA

		5	SOLE VOTING POWER:

NUMBER OF

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			17,689,000

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON

WITH:		8	SHARED DISPOSITIVE POWER:

			17,689,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	17,689,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	11.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO


CUSIP No.		45928H106		Page		5		of		20


1	NAMES OF REPORTING PERSONS: 810679 ONTARIO LIMITED

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	ONTARIO, CANADA

		5	SOLE VOTING POWER:

NUMBER OF

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			17,689,000

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON

WITH:		8	SHARED DISPOSITIVE POWER:

			17,689,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	17,689,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	11.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO


CUSIP No.		45928H106		Page		6		of		20


1	NAMES OF REPORTING PERSONS: FAIRFAX FINANCIAL HOLDINGS LIMITED

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	CANADA

		5	SOLE VOTING POWER:

NUMBER OF

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			17,689,000

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON

WITH:		8	SHARED DISPOSITIVE POWER:

			17,689,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	17,689,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	11.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO


CUSIP No.		45928H106		Page		7		of		20


1	NAMES OF REPORTING PERSONS: ODYSSEY RE HOLDINGS CORP.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	DELAWARE

		5	SOLE VOTING POWER:

NUMBER OF

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			8,532,863

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON

WITH:		8	SHARED DISPOSITIVE POWER:

			8,532,863

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	8,532,863

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	5.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO


CUSIP No.		45928H106		Page		8		of		20


1	NAMES OF REPORTING PERSONS: ODYSSEY AMERICA REINSURANCE CORPORATION

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	CONNECTICUT

		5	SOLE VOTING POWER:

NUMBER OF

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			8,532,863

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON

WITH:		8	SHARED DISPOSITIVE POWER:

			8,532,863

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	8,532,863

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	5.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO

Item 1. (a) Name of Issuer:

International Coal Group, Inc.

Item 1(b) Address of Issuer’s Principal Executive Offices:

3000 Corporate Center Drive, Scott Depot, West Virginia 25560

Item 2. (a) Name of Person Filing:

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

	1.		V. Prem Watsa, an individual;

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

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

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

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

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

	7.		Odyssey America Reinsurance Corporation (“Odyssey America”), a corporation incorporated under the laws of Connecticut.

Item 2(b) Address of Principal Business Office:

The addresses of the Reporting Persons are as follows:

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

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

	3.		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;

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

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

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

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

Item 2(c) Citizenship:

V. Prem Watsa is a citizen of Canada.

Item 2(d) Title of Class of Securities:

Common Stock

Item 2(e) CUSIP Number:

45928H106

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

	(a)		o Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o);

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

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

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

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

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

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

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

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

	(j)		þ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Mr. Watsa, 1109519, Sixty Two and 810679 are filing this Schedule 13G under Rule 13d-1(b) pursuant to a no-action letter dated June 8, 1994 from the Commission to Fairfax.

Item 4. Ownership.

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

The number of Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 5, 6, 7 and 8, respectively, on the second part of the cover page to this Schedule 13G, and such information is incorporated herein by reference.

Neither the filing of this Schedule 13G nor the information contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, 1109519, Sixty Two, 810679, Fairfax, OdysseyRe or

Odyssey America that such person is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Mr. Watsa, directly, and indirectly through 1109519, Sixty Two and 810679, beneficially owns shares representing approximately 48.7% of the total votes attached to all classes of shares of Fairfax. Fairfax indirectly owns a majority of the outstanding shares of common stock of OdysseyRe. Odyssey America is a wholly-owned subsidiary of OdysseyRe. United States Fire Insurance Company, The North River Insurance Company and TIG Insurance Company are wholly-owned subsidiaries of Fairfax. See Exhibit Number 1.

Item 8. Identification and Classification of Members of the Group.

See attached Exhibit No. 2.

Item 9. Notice of Dissolution of Group.

Not applicable

Item 10. Certification.

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

SIGNATURE