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 | ||||
9.00% Convertible Senior Notes due 2012 (the "Senior Notes") | 02/01/2012(2) | Â (3) | Common Stock, $0.01 par value | 2,457,204 (4) | $ (4) | D | Â |
9.00% Convertible Senior Notes due 2012 | 02/01/2012(2) | Â (3) | Common Stock, $0.01 par value | 2,457,204 (4) | $ (4) | I | See Footnote (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN 95 WELLINGTON STREET WEST, SUITE 800 TORONTO, ONÂ M5J2N7 |
 |  X |  |  |
WATSA V PREM ET AL 95 WELLINGTON STREET WEST, SUITE 800 TORONTO, ONÂ M5J2N7 |
 |  X |  |  |
1109519 ONTARIO LTD 95 WELLINGTON STREET WEST, SUITE 800 TORONTO, ONÂ M5J2N7 |
 |  X |  |  |
SIXTY TWO INVESTMENT CO LTD 1600 CATHEDRAL PLACE 925 WEST GEORGIA ST. VANCOUVER, BCÂ V6C3L3 |
 |  X |  |  |
810679 ONTARIO LTD 95 WELLINGTON STREET WEST, SUITE 800 TORONTO, ONÂ M5J2N7 |
 |  X |  |  |
TIG INSURANCE CO 5205 NORTH O'CONNOR BLVD. IRVING, TXÂ 75039 |
 |  X |  |  |
ODYSSEY RE HOLDINGS CORP 300 FIRST STAMFORD PLACE STAMFORD, CTÂ 06902 |
 |  X |  |  |
ODYSSEY AMERICA REINSURANCE CORP 300 FIRST STAMFORD PLACE STAMFORD, CTÂ 06902 |
 |  X |  |  |
UNITED STATES FIRE INSURANCE CO 305 MADISON AVENUE MORRISTOWN, NJÂ 07962 |
 |  X |  |  |
NORTH RIVER INSURANCE CO 305 MADISON AVENUE MORRISTOWN, NJÂ 07962 |
 |  X |  |  |
/s/ Paul Rivett | 08/03/2007 | |
**Signature of Reporting Person | Date | |
/s/ V. Prem Watsa | 08/03/2007 | |
**Signature of Reporting Person | Date | |
/s/ V. Prem Watsa | 08/03/2007 | |
**Signature of Reporting Person | Date | |
/s/ V. Prem Watsa | 08/03/2007 | |
**Signature of Reporting Person | Date | |
/s/ V. Prem Watsa | 08/03/2007 | |
**Signature of Reporting Person | Date | |
/s/ William J. Gillett | 08/03/2007 | |
**Signature of Reporting Person | Date | |
/s/ Donald L. Smith | 08/03/2007 | |
**Signature of Reporting Person | Date | |
/s/ Donald L. Smith | 08/03/2007 | |
**Signature of Reporting Person | Date | |
/s/ Felicia Garland | 08/03/2007 | |
**Signature of Reporting Person | Date | |
/s/ Felicia Garland | 08/03/2007 | |
**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) | 8,343,363 Shares are held by Odyssey America Reinsurance Corporation, 1,435,900 Shares are held by United States Fire Insurance Company, 4,682,237 Shares are held by The North River Insurance Company and 1,838,000 Shares are held by TIG Insurance Company. |
(2) | The Senior Notes may become convertible earlier than 02/01/12 upon the occurrence of certain trigger events, as set forth in the indenture (the "Indenture") governing the Senior Notes. |
(3) | The Senior Notes will be convertible until the close of business on the business day immediately preceding 08/01/12. |
(4) | The Senior Notes are convertible into cash and, if applicable, Shares based on an initial conversion rate, subject to adjustment, of 163.8136 Shares per $1,000 principal amount of Senior Notes. Upon conversion, in lieu of Shares, for each $1,000 principal amount of Senior Notes a holder will receive an amount in cash equal to the lesser of (i) $1,000 and (ii) the conversion value, determined in the manner set forth in the Indenture governing the Senior Notes. If the conversion value exceeds $1,000, ICO will also deliver, at its election, cash or Shares or a combination of cash and Shares for the conversion value in excess of $1,000. |
(5) | $7.5 million of Senior Notes are held by Odyssey America Reinsurance Corporation and $7.5 million of Senior Notes are held by TIG Insurance Company. |