SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
American Safety Insurance Holdings, Ltd.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
G02995101
(CUSIP Number)
Paul Rivett
President
Fairfax Financial Holdings Limited
95 Wellington Street West, Suite 800
Toronto, Ontario, M5J 2N7
Tel: (416) 367-4941
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
- With a copy to –
Mile T. Kurta
Torys LLP
1114 Avenue of the Americas, 23rd Floor
New York, New York, 10036
Tel: (212) 880-6363
August 18, 2013
(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(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | 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 disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “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).
(Continued on following pages)
SCHEDULE 13D/A
| CUSIP No. G02995101 |
| 1 |
Names of Reporting Persons
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
OO | |||||
| 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 | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
| ||||
| 8 | Shared Voting Power
1,549,691 | |||||
| 9 | Sole Dispositive Power
| |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,549,691 | |||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
16.2% | |||||
| 14 | Type of Reporting Person
IN | |||||
SCHEDULE 13D/A
| CUSIP No. G02995101 |
| 1 |
Names of Reporting Persons
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
OO | |||||
| 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 | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
| ||||
| 8 | Shared Voting Power
1,549,691 | |||||
| 9 | Sole Dispositive Power
| |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,549,691 | |||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
16.2% | |||||
| 14 | Type of Reporting Person
CO | |||||
SCHEDULE 13D/A
| CUSIP No. G02995101 |
| 1 |
Names of Reporting Persons
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
OO | |||||
| 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 | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
| ||||
| 8 | Shared Voting Power
1,549,691 | |||||
| 9 | Sole Dispositive Power
| |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,549,691 | |||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
16.2% | |||||
| 14 | Type of Reporting Person
CO | |||||
SCHEDULE 13D/A
| CUSIP No. G02995101 |
| 1 |
Names of Reporting Persons
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
OO | |||||
| 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 | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
| ||||
| 8 | Shared Voting Power
1,549,691 | |||||
| 9 | Sole Dispositive Power
| |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,549,691 | |||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
16.2% | |||||
| 14 | Type of Reporting Person
CO | |||||
SCHEDULE 13D/A
| CUSIP No. G02995101 |
| 1 |
Names of Reporting Persons
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
OO | |||||
| 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 | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
| ||||
| 8 | Shared Voting Power
1,549,691 | |||||
| 9 | Sole Dispositive Power
| |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,549,691 | |||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
16.2% | |||||
| 14 | Type of Reporting Person
CO | |||||
EXPLANATORY NOTE
This Amendment No. 2 to Schedule 13D is being filed to reflect an agreement among Fairfax Financial Holdings Limited (“Fairfax”), Tower Group International, Ltd. (“Tower”) and Catalina Holdings (Bermuda) Ltd. (“Catalina”) in connection with the Agreement and Plan of Merger among Fairfax, Fairfax Bermuda Holdings Ltd. and American Safety Insurance Holdings, Ltd. (the “Company”). Information reported in the original Schedule 13D and Amendment No. 1 thereto remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 2.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby supplemented as follow:
On August 18, 2013, Fairfax, Tower and Catalina Holdings (Bermuda) Ltd. (“Catalina”) entered into an agreement (the “Assignment and Assumption Agreement”) pursuant to which Tower has agreed to terminate its right to acquire American Safety Reinsurance Ltd. (“ASR”) in return for a $5 million payment from Fairfax, and Catalina has agreed to purchase ASR from Fairfax promptly upon Fairfax acquiring the Company. This transaction remains subject to customary conditions, including regulatory approvals. In addition, pursuant to the terms of the Assignment and Assumption Agreement, Catalina has agreed to vote its Shares in the Company in favor of the adoption of the Merger Agreement and approval of the Merger. According to Catalina’s Schedule 13D filing with respect to the Company, as amended through Amendment No. 5, on August 19, 2013, Catalina beneficially owned 548,390 Shares constituting approximately 5.7% of the total issued and outstanding Shares, calculated based on the 9,641,731 aggregate number of common shares stated to be outstanding on August 1, 2013 by the Company in the Company’s Form 10-Q filed with the Securities and Exchange Commission on August 8, 2013.
The foregoing summary of certain provisions of the Assignment and Assumption Agreement is not intended to be complete and is qualified in its entirety by reference to the Assignment and Assumption Agreement, which is attached as Exhibit 18 to this Schedule 13D, and is incorporated by reference.in its entirety into this Item 4.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
The response to Item 4 above is hereby incorporated by reference in its entirety into this Item 6.
As part of the Assignment and Assumption Agreement, Catalina granted Fairfax an irrevocable proxy to vote the shares of common stock of the Company that Catalina holds in favor of the adoption and approval of the Agreement and Plan of Merger among Fairfax, Fairfax Bermuda Holdings Ltd. and the Company.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Statement is hereby amended to add the following exhibit:
| Ex. 18 | Assignment and Assumption Agreement, dated as of August 18, 2013 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Tower Group International, Ltd. (File No. 001-35834) on August 19, 2013) |
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.
Dated: August 19, 2013
| V. PREM WATSA | ||||
| /s/ V. Prem Watsa | ||||
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.
Dated: August 19, 2013
| 1109519 Ontario Limited | ||||
| By: | /s/ V. Prem Watsa | |||
| Name: | V. Prem Watsa | |||
| Title: | President | |||
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.
Dated: August 19, 2013
| The Sixty Two Investment Company Limited | ||||
| By: | /s/ V. Prem Watsa | |||
| Name: | V. Prem Watsa | |||
| Title: | President | |||
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.
Dated: August 19, 2013
| 810679 Ontario Limited | ||||
| By: | /s/ V. Prem Watsa | |||
| Name: | V. Prem Watsa | |||
| Title: | President | |||
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.
Dated: August 19, 2013
| Fairfax Financial Holdings Limited | ||||
| By: | /s/ V. Prem Watsa | |||
| Name: | V. Prem Watsa | |||
| Title: | Chief Executive Officer | |||
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 | |
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.
| Name |
Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted |
Citizenship | ||
| V. Prem Watsa (President and Director) |
Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 |
Canadian | ||
| Eric P. Salsberg (Assistant Secretary) |
Vice President, Corporate Affairs, and Corporate Secretary, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 |
Canadian | ||
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.
| Name |
Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted |
Citizenship | ||
| V. Prem Watsa (President and Director) |
Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 |
Canadian | ||
| Eric P. Salsberg (Assistant Secretary and Director) |
Vice President, Corporate Affairs, and Corporate Secretary, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 |
Canadian | ||
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.
| Name |
Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted |
Citizenship | ||
| V. Prem Watsa (President and Director) |
Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 |
Canadian | ||
| Eric P. Salsberg (Assistant Secretary) |
Vice President, Corporate Affairs, and Corporate Secretary, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 |
Canadian | ||
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.
| Name |
Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted |
Citizenship | ||
| V. Prem Watsa (Chairman and Chief Executive Officer) |
Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 |
Canadian | ||
| Anthony Griffiths (Director) |
Independent Business Consultant Toronto, Ontario, Canada |
Canadian | ||
| Robert Gunn (Director) |
Independent Business Consultant Toronto, Ontario, Canada |
Canadian | ||
| Brandon W. Weitzer (Director) |
Dean, School of Risk Management St. John’s University 101 Murray Street New York, NY 10007 |
United States | ||
| Alan D. Horn (Director) |
Chairman, Rogers Communications Inc. and President and Chief Executive Officer, Rogers Telecommunications Limited Toronto, Ontario, Canada |
Canadian | ||
| John R. V. Palmer (Director) |
Chairman of the Toronto Leadership Centre 65 Queen Street West, Suite 1240 Toronto, ON M5H 2M5 |
|||
| Timothy R. Price (Director) |
Chairman of Brookfield Funds, division of Brookfield Asset Management Inc. Brookfield Place, Suite 300 181 Bay Street Toronto, ON M5J 2T3 |
Canadian | ||
| John Varnell (Vice President, Corporate Development) |
Vice President, Corporate Development, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 |
Canadian | ||
| Name |
Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted |
Citizenship | ||
| Eric P. Salsberg (Vice President, Corporate Affairs and Corporate Secretary) |
Vice President, Corporate Affairs, and Corporate Secretary, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 |
Canadian | ||
| Paul Rivett (President) |
President, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 |
Canadian | ||
| Bradley P. Martin (Vice President, Strategic Investments) |
Vice President, Strategic Investments, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 |
Canadian | ||
| David Bonham (Vice President and Chief Financial Officer) |
Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 |
Canadian | ||
| Peter Clarke (Vice President and Chief Risk Officer) |
Vice President and Chief Risk Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 |
Canadian | ||
| Jean Cloutier (Vice President, International Operations) |
Vice President, International Operations, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 |
Canadian | ||
| Vinodh Loganadhan (Vice President, Administrative Services) |
Vice President, Administrative Services, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 |
United States | ||
Exhibit Index
| Exhibit No. |
Description | |
| Ex. 1 | Agreement and Plan of Merger, dated as of June 2, 2013, by and among Fairfax Financial Holdings Limited, Fairfax Bermuda Holdings Ltd. and the Company (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by American Safety Insurance Holdings, Ltd. (File No. 001-14795) on June 5, 2013) | |
| Ex. 2 | Voting Agreement, dated as of June 2, 2013, between Fairfax Financial Holdings Limited and David V. Brueggen | |
| Ex. 3 | Voting Agreement, dated as of June 2, 2013, between Fairfax Financial Holdings Limited and Harris K. Chorney | |
| Ex. 4 | Voting Agreement, dated as of June 2, 2013, between Fairfax Financial Holdings Limited and Stephen R. Crim | |
| Ex. 5 | Voting Agreement, dated as of June 2, 2013, between Fairfax Financial Holdings Limited and Lawrence I. Geneen | |
| Ex. 6 | Voting Agreement, dated as of June 2, 2013, between Fairfax Financial Holdings Limited and Mark W. Haushill | |
| Ex. 7 | Voting Agreement, dated as of June 2, 2013, between Fairfax Financial Holdings Limited and Ambuj Jain | |
| Ex. 8 | Voting Agreement, dated as of June 2, 2013, between Fairfax Financial Holdings Limited and Nicholas J. Pascall | |
| Ex. 9 | Voting Agreement, dated as of June 2, 2013, between Fairfax Financial Holdings Limited and Joseph D. Scollo, Jr. | |
| Ex. 10 | Voting Agreement, dated as of June 2, 2013, among Fairfax Financial Holdings Limited, Cody W. Birdwell and The Cody Birdwell Family Limited Partnership | |
| Ex. 11 | Voting Agreement, dated as of June 2, 2013, among Fairfax Financial Holdings Limited, Thomas W. Mueller and The Mark C. Mueller Trust | |
| Ex. 12 | Voting Agreement, dated as of June 2, 2013, between Fairfax Financial Holdings Limited and Steven L. Groot | |
| Ex. 13 | Voting Agreement, dated as of June 2, 2013, between Fairfax Financial Holdings Limited and The Thomas W. Mueller Trust | |
| Ex. 14 | Voting Agreement, dated as of June 2, 2013, between Fairfax Financial Holdings Limited and Lisbeth Lee Crim | |
| Ex. 15 | Voting Agreement, dated as of June 2, 2013, between Fairfax Financial Holdings Limited and Randolph L. Hutto | |
| Exhibit No. |
Description | |
| Ex. 16 | Joint filing agreement dated as of June 11, 2013 between V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited and Fairfax Financial Holdings Limited. | |
| Ex. 17 | Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 7, 2013 (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Fairfax (File No. 001-14795) on August 8, 2013) | |
| Ex. 18 | Assignment and Assumption Agreement, dated as of August 18, 2013 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Tower Group International, Ltd. (File No. 001-35834) on August 19, 2013) | |