0001181431-13-034449.txt : 20130612 0001181431-13-034449.hdr.sgml : 20130612 20130612153618 ACCESSION NUMBER: 0001181431-13-034449 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130602 FILED AS OF DATE: 20130612 DATE AS OF CHANGE: 20130612 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SAFETY INSURANCE HOLDINGS LTD CENTRAL INDEX KEY: 0000783603 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 31 QUEENS STREET STREET 2: 2ND FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 11 BUSINESS PHONE: 441-296-8560 MAIL ADDRESS: STREET 1: 31 QUEENS STREET STREET 2: 2ND FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 11 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN SAFETY INSURANCE GROUP LTD DATE OF NAME CHANGE: 19971218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 810679 ONTARIO LTD CENTRAL INDEX KEY: 0001275986 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14795 FILM NUMBER: 13908783 BUSINESS ADDRESS: STREET 1: 95 WELLINGTON STREET WEST SUITE 800 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: 00000 BUSINESS PHONE: 4163674941 MAIL ADDRESS: STREET 1: 95 WELLINGTON STREET WEST SUITE 800 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SIXTY TWO INVESTMENT CO LTD CENTRAL INDEX KEY: 0001217251 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14795 FILM NUMBER: 13908784 BUSINESS ADDRESS: STREET 1: 1600 CATHEDRAL PLACE STREET 2: 925 WEST GEORGIA ST CITY: VANCOUVER BC CANADA STATE: A1 ZIP: V6C3L3 MAIL ADDRESS: STREET 1: 1600 CATHEDRAL PLACE STREET 2: 925 W GEORGIA ST CITY: VANCOUVER BC CANADA STATE: A1 ZIP: V6C3L3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 1109519 ONTARIO LTD CENTRAL INDEX KEY: 0001275993 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14795 FILM NUMBER: 13908785 BUSINESS ADDRESS: STREET 1: FAIRFAX FINANCIAL HOLDINGS STREET 2: 95 WELLINGTON ST W STE 800 CITY: TORONTO ONTARIO CANADA STATE: A6 ZIP: 00000 BUSINESS PHONE: 4163669544 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WATSA V PREM ET AL CENTRAL INDEX KEY: 0000938869 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14795 FILM NUMBER: 13908786 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FAIRFAX FINANCIAL HOLDINGS LTD/ CAN CENTRAL INDEX KEY: 0000915191 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14795 FILM NUMBER: 13908787 BUSINESS ADDRESS: STREET 1: FAIRFAX FINANCIAL HOLDINGS LTD STREET 2: 95 WELLINGTON ST WEST STE 800 CITY: TORONTO STATE: A6 ZIP: M5K 1B1 BUSINESS PHONE: 4163674941 MAIL ADDRESS: STREET 1: FAIRFAX FINANCIAL HOLDINGS LTD STREET 2: 95 WELLINGTON ST WEST STE 800 CITY: TORONTO STATE: A6 ZIP: M5K 1B1 FORMER NAME: FORMER CONFORMED NAME: FAIRFAX FINANCIAL HOLDINGS LTD DATE OF NAME CHANGE: 19931122 3 1 rrd383009.xml FORM 3 X0206 3 2013-06-02 0 0000783603 AMERICAN SAFETY INSURANCE HOLDINGS LTD ASI 0000915191 FAIRFAX FINANCIAL HOLDINGS LTD/ CAN 95 WELLINGTON STREET WEST SUITE 800 TORONTO A6 M5J 2N7 ONTARIO, CANADA 0 0 1 0 0000938869 WATSA V PREM ET AL 95 WELLINGTON STREET WEST SUITE 800 TORONTO A6 M5J 2N7 ONTARIO, CANADA 0 0 1 0 0001275993 1109519 ONTARIO LTD 95 WELLINGTON STREET WEST SUITE 800 TORONTO A6 M5J 2N7 ONTARIO, CANADA 0 0 1 0 0001217251 SIXTY TWO INVESTMENT CO LTD 1600 CATHEDRAL PLACE 925 WEST GEORGIA ST. VANCOUVER A1 V6C 3L3 BRITISH COLUMBIA, CANADA 0 0 1 0 0001275986 810679 ONTARIO LTD 95 WELLINGTON STREET WEST SUITE 800 TORONTO A6 M5J 2N7 ONTARIO, CANADA 0 0 1 0 Common stock, $0.01 par value per share 0 I See notes On June 2, 2013, Fairfax Financial Holdings Limited, a Canadian corporation ("Fairfax"), Fairfax Bermuda Holdings Ltd., a Bermuda exempted company and an indirect wholly-owned subsidiary of Fairfax ("Merger Sub") and American Safety Insurance Holdings, Ltd., a Bermuda exempted company ("ASI") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into ASI (the "Merger"), with ASI surviving the Merger as an indirect wholly-owned subsidiary of Fairfax. (continued from footnote 1) Concurrently with the execution and delivery of the Merger Agreement, certain directors and officers of the Company (collectively, the "Signing Stockholders"), each solely in his capacity as stockholder of ASI, entered into Voting Agreements with Fairfax (the "Voting Agreements") with respect to the Shares owned by them. Such Shares (together with any Shares acquired by the Signing Stockholders on or after the date of the Voting Agreements, the "Voting Shares") totaled 1,236,214 (of which 234,913 shares represent options to purchase shares exercisable within 60 days of June 6, 2013) and constituted approximately 12.6% of the total issued and outstanding Shares as of June 6, 2013. (continued from footnote 2) Pursuant to the Voting Agreements, the Signing Stockholders (i) have agreed to vote, or cause to be voted, the Voting Shares in favor of the approval of the Merger Agreement and the transactions contemplated thereby, against any action, agreement, transaction or proposal, including any "Acquisition Proposal" as defined in the Merger Agreement that would reasonably be expected to result in a material breach by ASI under the Merger Agreement or a failure of any condition to ASI's obligations thereunder to be satisfied and in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement and (ii) have granted Fairfax an irrevocable proxy to vote the Voting Shares in accordance with the foregoing if the Signing Stockholders fail to do so. Neither the filing of this Form 3 nor the information contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, 1109519 Ontario Limited, Sixty Two Investment Company Limited, 810679 Ontario Limited or Fairfax (collectively, the "Reporting Persons") that it is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, and such beneficial ownership is expressly disclaimed. For additional information regarding the Voting Agreements and the Merger, see the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on the date hereof. /s/ V. Prem Watsa, Name: V. Prem Watsa, Title: Chief Executive Officer 2013-06-12 /s/ V. Prem Watsa, Name: V. Prem Watsa 2013-06-12 /s/ V. Prem Watsa, Name: V. Prem Watsa, Title: President 2013-06-12 /s/ V. Prem Watsa, Name: V. Prem Watsa, Title: President 2013-06-12 /s/ V. Prem Watsa, Name: V. Prem Watsa, Title: President 2013-06-12