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