-----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, WyIkU2wYK11pmCn6B4LMGHtfUr3UEECkIPL/k47D7mrAhR/sU/K4jg8wp5TRF0g0 FfBh+HfSpbVA9NwQmRzoLA== 0001209191-10-053367.txt : 20101105 0001209191-10-053367.hdr.sgml : 20101105 20101105141932 ACCESSION NUMBER: 0001209191-10-053367 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101028 FILED AS OF DATE: 20101105 DATE AS OF CHANGE: 20101105 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: 001-33077 FILM NUMBER: 101168066 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: 001-33077 FILM NUMBER: 101168064 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: 001-33077 FILM NUMBER: 101168065 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 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST MERCURY FINANCIAL CORP CENTRAL INDEX KEY: 0000929186 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 383164336 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 29621 NORTHWESTERN HWY STREET 2: PO BOX 5096 CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 8103584010 MAIL ADDRESS: STREET 1: 29621 NORTHWESTERN HGWY STREET 2: PO BOX 5096 CITY: SOUTHFIELD STATE: MI ZIP: 48086 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: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33077 FILM NUMBER: 101168067 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 NAME: FORMER CONFORMED NAME: FAIRFAX FINANCIAL HOLDINGS LTD DATE OF NAME CHANGE: 19931122 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: 001-33077 FILM NUMBER: 101168063 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 3 1 c07892_3x0.xml MAIN DOCUMENT DESCRIPTION X0203 3 2010-10-28 0 0000929186 FIRST MERCURY FINANCIAL CORP FMR 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 (?Shares?) 0 I See notes (1), (2), (3) and (4). On October 28, 2010, Fairfax Financial Holdings Limited, a Canadian corporation ("Fairfax"), Fairfax Investments III USA Corp., a Delaware corporation and wholly owned subsidiary of Fairfax ("Merger Sub") and First Mercury Financial Corporation, a Delaware corporation ("First Mercury") 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 First Mercury (the "Merger"), with First Mercury surviving the Merger as a wholly owned indirect subsidiary of Fairfax. (continued from footnote 1) Concurrently with the execution and delivery of the Merger Agreement, Richard H. Smith, the Chairman, President and Chief Executive Officer of First Mercury, and Jerome M. Shaw, a director of First Mercury (collectively, the "Signing Stockholders"), each solely in his capacity as stockholder of First Mercury, 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 Agreement Shares") constituted approximately 17% of the total issued and outstanding Shares as of October 28, 2010. (continued from footnote 2) Pursuant to the Voting Agreements, the Signing Stockholders (i) have agreed to vote, or cause to be voted, the Voting Agreement Shares in favor of the approval of the Merger Agreement and the transactions contemplated thereby, against any action, agreement, transaction or proposal, including any "Takeover Proposal" as defined in the Merger Agreement that would result in a material breach by First Mercury under the Merger Agreement or a failure of any condition to First Mercury'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 Agreement 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. BY: /s/ Bradley P. Martin , NAME: Bradley P. Martin, TITLE: Vice President, Chief Operating Officer and Corporate Secretary 2010-11-05 /s/ V. Prem Watsa 2010-11-05 BY: /s/ V. Prem Watsa, NAME: V. Prem Watsa, TITLE: President 2010-11-05 BY: /s/ V. Prem Watsa, NAME: V. Prem Watsa, TITLE: President 2010-11-05 BY: /s/ V. Prem Watsa, NAME: V. Prem Watsa, TITLE: President 2010-11-05 -----END PRIVACY-ENHANCED MESSAGE-----