UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
8.0% Convertible Notes due 2013 ("Notes") | 04/01/2008 | Â (1) | Common Stock, $1.00 par value ("Shares") | 5,000,000 (2) | $ (2) | D | Â |
8.0% Convertible Notes due 2013 | 04/01/2008 | Â (1) | Common Stock, $1.00 par value | 30,000,000 (2) | $ (2) | I | See footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN 95 WELLINGTON STREET WEST SUITE 800 TORONTO, A6 M5J 2N7 |
 |  X |  |  |
Northbridge Financial CORP 105 ADELAIDE STREET WEST 7TH FLOOR TORONTO, A6 M5H 1P9 |
 |  X |  |  |
MARKEL INSURANCE CO OF CANADA 55 UNIVERSITY AVENUE SUITE 1500 TORONTO, A6 M5J 2H7 |
 |  X |  |  |
Federated Insurance CO of Canada 717 PORTAGE AVENUE WINNIPEG, A2 R3C 3C9 |
 |  X |  |  |
LOMBARD GENERAL INSURANCE CO OF CANADA 105 ADELAIDE STREET WEST 3RD FLOOR TORONTO, A6 M5H 1P9 |
 |  X |  |  |
Lombard Insurance CO 105 ADELAIDE STREET WEST 3RD FLOOR TORONTO, A6 M5H 1P9 |
 |  X |  |  |
COMMONWEALTH INSURANCE CO 595 BURRARD STREET SUITE 1500, BOX 49115 BENTALL TOWER III VANCOUVER, A1 V7X 1G4 |
 |  X |  |  |
/s/ Paul Rivett, Vice President | 04/11/2008 | |
**Signature of Reporting Person | Date | |
/s/ Craig Pinnock, Chief Financial Officer | 04/11/2008 | |
**Signature of Reporting Person | Date | |
/s/ Craig Pinnock, Director | 04/11/2008 | |
**Signature of Reporting Person | Date | |
/s/ Craig Pinnock, Director | 04/11/2008 | |
**Signature of Reporting Person | Date | |
/s/ Craig Pinnock, Director | 04/11/2008 | |
**Signature of Reporting Person | Date | |
/s/ Craig Pinnock, Director | 04/11/2008 | |
**Signature of Reporting Person | Date | |
/s/ Craig Pinnock, Director | 04/11/2008 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The Notes are convertible into Shares at the option of the holder thereof at any time prior to the close of business on the business day immediately preceding 04/15/13, the maturity date of the Notes. |
(2) | The Notes are convertible into Shares based on an initial conversion rate of 100 Shares per $1,000 principal amount of Notes (equivalent to an initial conversion price of $10.00 per Share), subject to adjustment under certain circumstances. |
(3) | $100 million aggregate principal amount of Notes is held by Odyssey America Reinsurance Corporation, $75 million aggregate principal amount of Notes is held by The North River Insurance Company, $50 million aggregate principal amount of Notes is held by TIG Insurance Company, $32 million aggregate principal amount of Notes is held by Lombard General Insurance Company of Canada, $17.5 million aggregate principal amount of Notes is held by Commonwealth Insurance Company, $11.3 million aggregate principal amount of Notes is held by Markel Insurance Company of Canada, $6.2 million aggregate principal amount of Notes is held by Federated Insurance Company of Canada, $5 million aggregate principal amount of Notes is held by Lombard Insurance Company and $3 million aggregate principal amount of Notes is held by pension plans of certain subsidiaries of Fairfax Financial Holdings Limited. |