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Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 8 TO

SCHEDULE 13D

Under the Securities Exchange Act of 1934

International Coal Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45928H106
(CUSIP Number)
Paul Rivett
Vice President and Chief Legal Officer
Fairfax Financial Holdings Limited
95 Wellington Street West, Suite 800
Toronto, Ontario, Canada, M5J 2N7
Telephone: (416) 367-4941
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- With a copy to -

Jason Lehner
Shearman & Sterling LLP
Commerce Court West
199 Bay Street, Suite 4405
Toronto, Ontario M5L 1E8
Telephone (416) 360-8484
May 2, 2011
(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. o
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 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).
 
 

Table of Contents

                     
CUSIP No.
  
45928H106 
   Page  
2 
   of   
38 Pages 

 

           
1   NAMES OF REPORTING PERSON/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

V. PREM WATSA
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o 
  (b)   þ 
     
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)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  CANADIAN
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   22,577,788
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    22,577,788
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  22,577,788
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
   
  11.1%
     
14   TYPE OF REPORTING PERSON
   
  IN

Table of Contents

                     
CUSIP No.
  
45928H106 
   Page  
3 
   of   
38 Pages 

 

           
1   NAMES OF REPORTING PERSON/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

1109519 ONTARIO LIMITED
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  ONTARIO, CANADA
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   22,577,788
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    22,577,788
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  22,577,788
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
   
  11.1%
     
14   TYPE OF REPORTING PERSON
   
  CO

3

Table of Contents

                     
CUSIP No.
  
45928H106 
   Page  
4 
   of   
38 Pages 

 

           
1   NAMES OF REPORTING PERSON/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

THE SIXTY TWO INVESTMENT COMPANY LIMITED
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  BRITISH COLUMBIA, CANADA
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   22,577,788
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    22,577,788
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  22,577,788
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
   
  11.1%
     
14   TYPE OF REPORTING PERSON
   
  CO

4

Table of Contents

                     
CUSIP No.
  
45928H106 
   Page  
5 
   of   
38 Pages 

 

           
1   NAMES OF REPORTING PERSON/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

810679 ONTARIO LIMITED
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  ONTARIO, CANADA
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   22,577,788
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    22,577,788
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  22,577,788
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
   
  11.1%
     
14   TYPE OF REPORTING PERSON
   
  CO

5

Table of Contents

                     
CUSIP No.
  
45928H106 
   Page  
6 
   of   
38 Pages 

 

           
1   NAMES OF REPORTING PERSON/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

FAIRFAX FINANCIAL HOLDINGS LIMITED
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
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)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  CANADA
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   22,577,788
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    22,577,788
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  22,577,788
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
   
  11.1%
     
14   TYPE OF REPORTING PERSON
   
  CO

6

Table of Contents

                     
CUSIP No.
  
45928H106 
   Page  
7 
   of   
38 Pages 

 

           
1   NAMES OF REPORTING PERSON/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

ODYSSEY REINSURANCE COMPANY (formerly named ODYSSEY AMERICA REINSURANCE CORPORATION)
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
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)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  CONNECTICUT
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   10,483,840
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    10,483,840
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  10,483,840
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
   
  5.1%
     
14   TYPE OF REPORTING PERSON
   
  CO

7

Table of Contents

                     
CUSIP No.
  
45928H106 
   Page  
8 
   of   
38 Pages 

 

           
1   NAMES OF REPORTING PERSON/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

CLEARWATER INSURANCE COMPANY
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  DELAWARE
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,405,125
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    1,405,125
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,405,125
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
   
  0.7%
     
14   TYPE OF REPORTING PERSON
   
  CO

8

Table of Contents

                     
CUSIP No.
  
45928H106 
   Page  
9 
   of   
38 Pages 

 

           
1   NAMES OF REPORTING PERSON/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

TIG INSURANCE COMPANY
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
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)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  CALIFORNIA
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   5,930,229
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    5,930,229
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,930,229
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
   
  2.9%
     
14   TYPE OF REPORTING PERSON
   
  CO

9

Table of Contents

                     
CUSIP No.
  
45928H106 
   Page  
10  
   of   
38 Pages 

 

           
1   NAMES OF REPORTING PERSON/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

WENTWORTH INSURANCE COMPANY LTD.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
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)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  BARBADOS
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,185,600
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    1,185,600
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,185,600
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
   
  0.6%
     
14   TYPE OF REPORTING PERSON
   
  CO

10

Table of Contents

                     
CUSIP No.
  
45928H106 
   Page  
11  
   of   
38 Pages 

 

           
1   NAMES OF REPORTING PERSON/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

NSPIRE RE LIMITED
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
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)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  IRELAND
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   3,572,994
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    3,572,994
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,572,994
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
   
  1.8%
     
14   TYPE OF REPORTING PERSON
   
  CO

11

Table of Contents

     This Amendment No. 8 amends the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on April 14, 2008 by V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, Odyssey Re Holdings Corp., Odyssey America Reinsurance Corporation (now known as Odyssey Reinsurance Company), United States Fire Insurance Company, The North River Insurance Company and TIG Insurance Company, as amended by Amendment No. 1 thereto filed on May 29, 2008, Amendment No. 2 thereto filed on November 25, 2008, Amendment No. 3 thereto filed on December 9, 2008, Amendment No. 4 thereto filed on February 25, 2009, Amendment No. 5 thereto filed on December 22, 2009, Amendment No. 6 thereto filed on March 10, 2010 and Amendment No. 7 thereto filed on December 13, 2010.
          Amendment No. 1 to the Schedule 13D was filed to report that Fairfax Financial Holdings Limited (“Fairfax”) and International Coal Group, Inc. (“ICG”) entered into a Registration Rights Agreement, dated as of May 16, 2008, as described in Item 6 therein.
          Amendment No. 2 to the Schedule 13D was filed to report that the Reporting Persons (as defined below) had acquired an additional 4,994,400 shares of common stock of ICG.
          Amendment No. 3 to the Schedule 13D was filed to report that the Reporting Persons had acquired an additional 4,090,000 shares of common stock of ICG.
          Amendment No. 4 to the Schedule 13D was filed to report that the Reporting Persons had acquired an additional 6,400,000 shares of common stock of ICG.
          Amendment No. 5 to the Schedule 13D was filed to report the exchange of $30,000,000 aggregate principal amount of 9.00% Convertible Senior Notes due 2012 (“2012 Notes”) of ICG for 8,616,188 shares of common stock of ICG.
          Amendment No. 6 to the Schedule 13D was filed to report that Fairfax and certain underwriters had entered into a lock-up agreement, dated as of March 10, 2010, with respect to the shares of common stock of ICG and debt securities of ICG beneficially owned by Fairfax.
          Amendment No. 7 to the Schedule 13D was filed to report to the sale of an aggregate of 22,577,800 shares of common stock of ICG by certain subsidiaries of Fairfax pursuant to an underwriting agreement, dated as of December 14, 2010, among Merrill Lynch, Pierce, Fenner & Smith Incorporated, ICG and the selling stockholders listed in Schedule B thereto, in connection with the sale of such shares in a public offering pursuant to a registration statement on Form S-3 (the “Registration Statement”) filed by ICG with the Commission. This transaction closed on December 17, 2010.
          This Amendment No. 8 to the Schedule 13D relates to the entry by the Reporting Persons, Arch Coal, Inc. (“Arch”), Atlas Acquisition Corp. (“Merger Sub”) and the other parties thereto into a Tender and Voting Agreement, dated as of May 2, 2011, as described in Item 4 herein, in connection with the entry by Arch, Merger Sub, and ICG into an Agreement and Plan of Merger, dated as of May 2, 2011, as described in Item 4 herein.

12

TABLE OF CONTENTS

Item 2. Identity and Background
Item 4. Purpose of Transaction
Item 5. Interest in Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 7. Material to be Filed as Exhibits
SIGNATURE
Exhibit Index
EX-7.1
EX-7.2
EX-99.1

Table of Contents

          The following amendments to Items 2, 4, 5, 6 and 7 of the Schedule 13D are hereby made:
Item 2.   Identity and Background.
          Paragraphs 6 and 7 of Item 2 of the Schedule 13D are hereby amended in their entirety to read as follows:
          6. “Odyssey Reinsurance Company (“Odyssey America”), a corporation incorporated under the laws of Connecticut, is a wholly-owned subsidiary of Odyssey Re Holdings Corp. Fairfax beneficially owns all of the common stock of Odyssey Re Holdings Corp. The principal business of Odyssey America is reinsurance. The principal business and principal office address of Odyssey America is 300 First Stamford Place, Stamford, Connecticut 06902;
          7. Clearwater Insurance Company (“Clearwater”), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of TIG (Insurance Group, Inc.). The principal business of Clearwater is property/casualty reinsurance. The principal business and principal office address of Clearwater is 300 First Stamford Place, Stamford, Connecticut 06902;”
          Annexes A, B, C, D, E, F, G, H and I are hereby amended in their entirety to read as attached herein.
Item 4.   Purpose of Transaction.
          Item 4 of the Schedule 13D is hereby amended in its entirety to read as follows:
“On May 2, 2011, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Arch Coal, Inc., a Delaware corporation (“Arch”), and Atlas Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Arch (“Merger Sub”), pursuant to which, among other things, (a) Merger Sub will commence a tender offer to purchase all of the outstanding shares of the Issuer’s common stock (such offer as it may be amended from time to time as permitted by the Merger Agreement, the “Offer”), and (b) following the consummation of the Offer, Merger Sub will be merged with and into the Issuer (the “Merger”), with the Issuer being the surviving corporation, all upon the terms and subject to the conditions set forth in the Merger Agreement.
Agreement to Tender
In connection with the Merger Agreement, Wentworth, Odyssey America, Clearwater, TIG, and nSpire (the “Company Stockholders”) entered into a Tender and Voting Agreement with Arch and Merger Sub, dated as of May 2, 2011 (the “Tender and Voting Agreement”). Pursuant to the Tender and Voting Agreement, each Company Stockholder agreed to tender into, and not withdraw from, the Offer all of their shares of common stock of ICG (the “Shares”).
Agreement to Vote; Irrevocable Proxy
In addition, each of the Company Stockholders agreed to vote all of the Shares (a) in favor of adoption of the Merger Agreement; and (b) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement): (i) any Company Takeover Proposal (as defined in the Merger Agreement); (ii) any change in the present capitalization of the Issuer or any amendment of the Issuer’s certificate of incorporation or by-laws; and (iii) any other action, transaction or proposal that would result in any of the conditions relating to the Merger or the Offer not being fulfilled or satisfied. Each of the Company Stockholders also agreed to grant to specified officers of Arch (or their successors) an irrevocable proxy regarding the foregoing matters.

13

Table of Contents

Restriction on Transfer; Proxies; Non-Interference
Additionally, each of the Company Stockholders agreed not to, among other things, sell, transfer, or otherwise dispose of (each, a “Transfer”), or enter into any contract, option, or other arrangement or understanding (including any profit sharing arrangement) with respect to the Transfer of, any of the Shares owned by the Company Stockholders.
No Solicitation
The Company Stockholders have agreed to comply with the non-solicitation obligations as described in the Merger Agreement pursuant to which, among other things, the Company Stockholders will not solicit, initiate or knowingly encourage, or knowingly take any other action designed to facilitate, any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, a Company Takeover Proposal.
Termination
The Tender and Voting Agreement automatically terminates upon the earlier to occur of (i) announcement by the Issuer or Arch that it has terminated the Merger Agreement, (ii) the Company providing a Notice of Adverse Recommendation (as defined in the Merger Agreement) whether with respect to a Superior Proposal or an Intervening Event (each as defined in the Merger Agreement) and three days having lapsed after such notice is given and not withdrawn, (iii) the termination or expiration of the Offer, without the Shares being accepted for payment and (iv) the Effective Time (as defined in the Merger Agreement).
The Tender and Voting Agreement may be terminated as to a Company Stockholder by such Company Stockholder if the date on which the Merger Sub accepts payment for Shares pursuant to the Offer has not occurred on or before August 2, 2011 (the “Outside Date”), provided, however, that (i) the right to terminate the Tender and Voting Agreement is not available to any Company Stockholder whose breach principally causes the failure of the Offer to be consummated by such time and (ii) if on the Outside Date, the HSR Condition (as defined in the Merger Agreement) has not been fulfilled, then the Outside Date will be extended to November 2, 2011.
References to, and descriptions of, the Tender and Voting Agreement as set forth above in this Item 4 are qualified in their entirety by reference to the copy of the Tender and Voting Agreement included as Exhibit 7.2 hereof, and incorporated in this Item 4 in its entirety where such references and descriptions appear.
References to, and descriptions of, the Merger Agreement as set forth above in this Item 4 are qualified in their entirety by reference to the copy of the Merger Agreement included as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on May 3, 2011, and incorporated in this Item 4 in its entirety where such references and descriptions appear.”
Item 5.   Interest in Securities of the Issuer.
          Item 5(b) of the Schedule 13D is hereby amended in its entirety to read as follows:

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“(b) The numbers of Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power (in each case, subject to the applicable voting and dispositive power restrictions pursuant to the Tender and Voting Agreement) is set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.
Item 6.   Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
          Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following information to the end thereof:
“On May 2, 2011, the Company Stockholders entered into the Tender and Voting Agreement in connection with the execution of the Merger Agreement. The terms of the Tender and Voting Agreement and the Merger Agreement set forth in Item 4 above are incorporated herein by reference.”
Item 7.   Material to be Filed as Exhibits.
          Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following exhibits to the end thereof:
     
“Ex. 7.1:
  Joint filing agreement, dated as of May 3, 2011 between V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, Odyssey Reinsurance Company, Clearwater Insurance Company, TIG Insurance Company, Wentworth Insurance Company Ltd. and nSpire Re Limited.
 
    
Ex. 7.2:
  Tender and Voting Agreement, dated as of May 2, 2011, among Arch, Merger Sub, and the other parties thereto.

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SIGNATURE
     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: May 2, 2011  V. Prem Watsa
 		  
  /s/ Prem Watsa    
     
     
 

 

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SIGNATURE
     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: May 2, 2011  1109519 Ontario Limited
 		  
  By:   /s/ Prem Watsa    
    Name:   V. Prem Watsa   
    Title:   President   
 

 

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SIGNATURE
     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: May 2, 2011  The Sixty Two Investment Company Limited
 		  
  By:   /s/ Prem Watsa    
    Name:   V. Prem Watsa   
    Title:   President   
 

 

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SIGNATURE
     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: May 2, 2011  810679 Ontario Limited
 		  
  By:   /s/ Prem Watsa    
    Name:   V. Prem Watsa   
    Title:   President   
 

 

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SIGNATURE
     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: May 2, 2011  Fairfax Financial Holdings Limited
 		  
  By:   /s/ Paul Rivett    
    Name:   Paul Rivett   
    Title:   Vice President   
 

 

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SIGNATURE
     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: May 2, 2011  Odyssey Reinsurance Company
 		  
  By:   /s/ Kirk M. Reische  
    Name:   Kirk M. Reische  
    Title:   Vice President   
 

 

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SIGNATURE
     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: May 2, 2011  Clearwater Insurance Company
 		  
  By:   /s/ Kirk M. Reische  
    Name:   Kirk M. Reische  
    Title:   Vice President   
 

 

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SIGNATURE
     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: May 2, 2011  TIG Insurance Company
 		  
  By:   /s/ John J. Bator  
    Name:   John J. Bator  
    Title:   Chief Financial Officer and
Senior Vice President		  
 

 

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SIGNATURE
     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: May 2, 2011  Wentworth Insurance Company Ltd.
 		  
  By:   /s/ Janice Burke  
    Name:   Janice Burke  
    Title:   Vice President and General Manager  
 

 

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SIGNATURE
     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
Dated: May 2, 2011  nSpire Re Limited
 		  
  By:   /s/ John Casey  
    Name:   John Casey  
    Title:   President and Chief Operating Officer  
 

 

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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
 
    
E
  Directors and Executive Officers of Odyssey Reinsurance Company
 
    
F
  Directors and Executive Officers of Clearwater Insurance Company
 
    
G
  Directors and Executive Officers of TIG Insurance Company
 
    
H
  Directors and Executive Officers of Wentworth Insurance Company Ltd.
 
    
I
  Directors and Executive Officers of nSpire Re Limited

 

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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.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   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,
Fairfax Financial Holdings Limited 		  Canadian

 

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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.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   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
(Secretary and Director)
  Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited 		  Canadian

 

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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.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   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,
Fairfax Financial Holdings Limited 		  Canadian

 

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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.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   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. Sweitzer
(Director)
  Senior Advisor to the President of the
Chamber of Commerce of The United States
1615 H Street, NW
Washington, DC 20062 		  United States
 
        
Alan D. Horn
(Director)
  Chairman, Rogers Communications Inc. and
President and Chief Executive Officer,
Rogers Telecommunications Limited
Toronto, Ontario, Canada 		  Canadian
 
        
Timothy R. Price
(Director)
  Chairman of Brookfield Funds
Brookfield Asset Management Inc.
Brookfield Place, Suite 300
181 Bay Street
Toronto, ON M5J 2T3 		  Canadian

 

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    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
John Varnell
(Vice President and Chief
Financial Officer)
  Vice President and Chief
Financial Officer,
Fairfax Financial Holdings Limited 		  Canadian
 
        
Eric P. Salsberg
(Vice President, Corporate
Affairs)
  Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited 		  Canadian
 
        
Paul Rivett
(Vice President,
Chief Legal Officer)
  Vice President,Chief Legal Officer
Fairfax Financial Holdings Limited 		  Canadian
 
        
Bradley P. Martin
(Vice President, Chief Operating
Officer and Corporate Secretary)
  Vice President, Chief Operating Officer and
Corporate Secretary,
Fairfax Financial Holdings Limited 		  Canadian

 

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ANNEX E
DIRECTORS AND EXECUTIVE OFFICERS OF
ODYSSEY REINSURANCE COMPANY
          The following table sets forth certain information with respect to the directors and executive officers of Odyssey Reinsurance Company.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
Brian D. Young
(Chief Executive Officer and President)
  President and Chief Executive Officer
Odyssey Re Holdings Corp.
300 First Stamford Place,
Stamford, Connecticut 06902 		  United States
 
        
Michael G. Wacek
(Executive Vice President and
Director)
  Executive Vice President,
Odyssey Re Holdings Corp. 		  United States
 
        
Jan Christiansen
(Executive Vice
President and
Director)
  Executive Vice President and Chief Financial
Officer, Odyssey Re Holdings Corp. 		  Denmark
 
        
James B. Salvesen
(Senior Vice President and Chief
Financial Officer)
  Senior Vice President and Chief Financial
Officer,
Odyssey Reinsurance Company 		  United States
 
        
Peter H. Lovell
(Senior Vice President, General
Counsel and Corporate
Secretary)
  Senior Vice President, General Counsel and
Corporate Secretary,
Odyssey Re Holdings Corp. 		  United States
 
        

 

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ANNEX F
DIRECTORS AND EXECUTIVE OFFICERS OF
CLEARWATER INSURANCE COMPANY
          The following table sets forth certain information with respect to the directors and executive officers of Clearwater Insurance Company.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
Brian D. Young
(Executive Vice President)
  President and Chief Executive Officer
Odyssey Re Holdings Corp.
300 First Stamford Place,
Stamford, Connecticut 06902 		  United States
 
Jan Christiansen (President)
  Executive Vice President and Chief Financial
Officer,
Odyssey Re Holdings Corp. 		  Denmark
 
        
Michael G. Wacek
(Executive Vice President)
  Executive Vice President,
Odyssey Re Holdings Corp. 		  United States
 
        
Robert S. Bennett
(Executive Vice President and
Chief Actuary)
  Executive Vice President and Chief Actuary,
Odyssey Reinsurance Company 		  United States
 
        
Peter H. Lovell
(Senior Vice President, General
Counsel and Corporate
Secretary)
  Senior Vice President, General Counsel and
Corporate Secretary,
Odyssey Re Holdings Corp. 		  United States
 
        
Christopher L. Gallagher
(Executive Vice President)
  Senior Vice President,
Odyssey Reinsurance Company 		  United States
 
        
Nicholas C. Bentley (Director)
  Chairman, President and Chief Executive Officer,
Riverstone Resources LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101 		  United Kingdom
 
        
John J. Bator (Director)
  Senior Vice President and Chief Financial Officer,
Riverstone Resources LLC 		  United States
 
        
Nina L. Caroselli (Director)

Richard J. Fabian
(Director)
  Senior Vice President
Riverstone Resources LLC

Senior Vice President and General Counsel,
Riverstone Resources LLC 		  United States

United States
 
        
John M. Parker
(Director)
  Senior Vice President,
Riverstone Resources LLC 		  United States

 

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ANNEX G
DIRECTORS AND EXECUTIVE OFFICERS OF
TIG INSURANCE COMPANY
          The following table sets forth certain information with respect to the directors and executive officers of TIG Insurance Company.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
Nicholas C. Bentley
(Chairman, Chief Executive
Officer, President and Director)
  Chairman, President and Chief Executive
Officer,
Riverstone Resources LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101 		  United Kingdom
 
        
Charles G. Ehrlich
(Senior Vice President,
Secretary and Director)
  Senior Vice President,
Riverstone Resources LLC
   United States
 
        
John M. Parker
(Senior Vice President and
Director)
  Senior Vice President,
Riverstone Resources LLC
   United States
 
        
John J. Bator
(Senior Vice President, Chief
Financial Officer and Director)
  Senior Vice President and Chief Financial
Officer,
Riverstone Resources LLC
   United States
 
        
Frank DeMaria
(Senior Vice President and
Director)
  Senior Vice President,
Riverstone Resources LLC
   United States

 

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    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
Richard J. Fabian
(Senior Vice President,
General Counsel and Director)
  Senior Vice President and General Counsel,
Riverstone Resources LLC 		  United States

 

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ANNEX H
DIRECTORS AND EXECUTIVE OFFICERS OF
WENTWORTH INSURANCE COMPANY LTD.
     The following table sets forth certain information with respect to the directors and executive officers of Wentworth Insurance Company Ltd.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any    
    Corporation or other Organization in    
Name   which such employment is conducted   Citizenship
Colin Denis Murray
  Director and General Manager   Trinidad
(Director)
  JLT Insurance Management (B’dos) Ltd.    
 
  Suite 302, Stevmar House, Rockley    
 
  Christ Church, Barbados    
 
        
Alister O’Brien Campbell
  Director,   Barbados
(Director)
  Wentworth Insurance Company Ltd.    
 
  Building #2 — Suite 1A, Manor Lodge    
 
  Complex, Lodge Hill, St. Michael,    
 
  Barbados    
 
        
Ronald Schokking
  Vice President & Treasurer   Canada
(Chairman)
  Fairfax Financial Holdings Limited    
 
  95 Wellington Street West, Suite 800    
 
  Toronto, Ontario, M5J 2N7    
 
        
Jean Cloutier
  Vice President and Chief Actuary   Canada
(Director)
  Fairfax Financial Holdings Limited    
 
  95 Wellington Street West, Suite 800    
 
  Toronto, Ontario, M5J 2N7    
 
        
William Peter Douglas
  General Manager,   Barbados
(Director)
  Zenta Global Ltd.    
 
  Suite C, Durants Business Centre    
 
  Durants, Christ Church, Barbados    
 
        
Janice Burke
  Vice President and General Manager,   United States
(Vice President and
  Wentworth Insurance Company Ltd.    
General Manager)
  Building #2-Suite 1A, Manor Lodge    
  Complex, Lodge Hill, St. Michael, Barbados    

 

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ANNEX I
DIRECTORS AND EXECUTIVE OFFICERS OF
NSPIRE RE LIMITED
     The following table sets forth certain information with respect to the directors and executive officers of nSpire Re Limited.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any    
    Corporation or other Organization in    
Name   which such employment is conducted   Citizenship
Ronald Schokking
  Vice President & Treasurer,   Canada
(Chairman & Director)
  Fairfax Financial Holdings Limited    
 
  95 Wellington Street West, Suite 800    
 
  Toronto, Ontario M5J 2N7    
 
        
Adrian Masterson
  Company Director,   Republic of Ireland
(Director)
  nSpire Re Limited    
 
  First Floor, 25-28 Adelaide Road    
 
  Dublin 2, Ireland    
 
        
David Caird
  Company Director,   Republic of Ireland
(Director)
  nSpire Re Limited    
 
  First Floor, 25-28 Adelaide Road    
 
  Dublin 2, Ireland    
 
        
Jim Ruane
  Company Director,   Republic of Ireland
(Director)
  nSpire Re Limited    
 
  First Floor, 25-28 Adelaide Road    
 
  Dublin 2, Ireland    
 
        
Nicholas C. Bentley
  Manager, President and Chief   United Kingdom
(Director)
  Executive Officer,    
 
  Riverstone Resources LLC    
 
  250 Commercial Street, Suite 5000    
 
  Manchester, NH 03101    
 
        
John Casey
  President and Chief Operating Officer,   Republic of Ireland
(President and Chief Operating Officer)
  nSpire Re Limited
First Floor, 25-28 Adelaide Road		    
 
  Dublin 2, Ireland    

 

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Exhibit Index
     
Exhibit No.   Description
Ex. 7.1:
  Joint filing agreement, dated as of May 3, 2011 between V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, Odyssey Reinsurance Company, Clearwater Insurance Company, TIG Insurance Company, Wentworth Insurance Company Ltd. and nSpire Re Limited.
 
    
Ex. 7.2:
  Tender and Voting Agreement, dated as of May 2, 2011, among Arch, Merger Sub, and the other parties thereto.