Rule 13d-1(b) | ||||
þ
|
Rule 13d-1(c) | |||
Rule 13d-1(d) |
Cusip No. 80007P307
|
13G | Page 2 of 20 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
|
CITIZENSHIP OR PLACE OF ORGANIZATION | |||
CANADIAN |
5 | SOLE VOTING POWER | |||||
NUMBER OF SHARES |
||||||
BENEFICIALLY
|
147,000 | |||||
OWNED BY EACH
|
6 | SHARED VOTING POWER | ||||
REPORTING |
||||||
24,949,592 | ||||||
PERSON WITH
|
7 | SOLE DISPOSITIVE POWER | ||||
147,000 | ||||||
8 | SHARED DISPOSITIVE POWER | |||||
24,949,592 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
25,096,592 | ||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |
11.2% | ||
12 |
TYPE OF REPORTING PERSON | |
IN | ||
2
Cusip No. 80007P307
|
13G | Page 3 of 20 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
|
CITIZENSHIP OR PLACE OF ORGANIZATION | |||
ONTARIO, CANADA | ||||
5 | SOLE VOTING POWER | |||
NUMBER
OF SHARES BENEFICIALLY |
||||
OWNED BY EACH |
6 | SHARED VOTING POWER | ||
REPORTING |
||||
24,949,592 | ||||
PERSON WITH |
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | |||
24,949,592 | ||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
24,949,592 | ||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |
11.1% | ||
12 |
TYPE OF REPORTING PERSON | |
CO | ||
3
Cusip No. 80007P307 |
13G | Page 4 of 20 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 | |||
(a) o | ||||
(b) þ | ||||
3 |
SEC USE ONLY | |||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
BRITISH COLUMBIA, CANADA |
NUMBER OF SHARES |
5 | SOLE VOTING POWER | ||
BENEFICIALLY |
||||
OWNED BY EACH |
6 | SHARED VOTING POWER | ||
REPORTING |
||||
24,949,592 | ||||
PERSON WITH |
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | |||
24,949,592 | ||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
24,949,592 | ||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |
11.1% | ||
12 |
TYPE OF REPORTING PERSON | |
CO | ||
4
Cusip No. 80007P307
|
13G | Page 5 of 20 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
|
CITIZENSHIP OR PLACE OF ORGANIZATION | |||
ONTARIO, CANADA | ||||
5 | SOLE VOTING POWER | |||
NUMBER OF SHARES
|
||||
BENEFICIALLY |
||||
OWNED BY EACH
|
6 | SHARED VOTING POWER | ||
REPORTING |
||||
24,949,592 | ||||
PERSON WITH |
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | |||
24,949,592 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
24,949,592 | ||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |
11.1% | ||
12 |
TYPE OF REPORTING PERSON | |
CO | ||
5
Cusip No. 80007P307
|
13G | Page 6 of 20 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
|
CITIZENSHIP OR PLACE OF ORGANIZATION | |||
CANADA | ||||
5 | SOLE VOTING POWER | |||
NUMBER OF SHARES |
||||
BENEFICIALLY |
||||
OWNED BY EACH |
6 | SHARED VOTING POWER | ||
REPORTING |
||||
24,949,592 | ||||
PERSON WITH |
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | |||
24,949,592 | ||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
24,949,592 | ||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
11.1% | ||||
12 |
TYPE OF REPORTING PERSON | |||
CO | ||||
6
Cusip No. 80007P307
|
13G | Page 7 of 20 Pages | ||
1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||
FAIRFAX INC. | ||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) o (b) þ |
||
3
|
SEC USE ONLY | |||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
WYOMING | ||||
5 | SOLE VOTING POWER | |||
NUMBER OF SHARES |
||||
BENEFICIALLY |
||||
OWNED BY EACH |
6 | SHARED VOTING POWER | ||
REPORTING |
||||
24,949,592 | ||||
PERSON WITH |
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | |||
24,949,592 | ||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
24,949,592 | ||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |
11.1% | ||
12 |
TYPE OF REPORTING PERSON | |
CO | ||
7
Cusip No. 80007P307 |
13G | Page 8 of 20 Pages | ||
1
|
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||
ODYSSEY AMERICA REINSURANCE CORPORATION | ||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
(a) o | ||||
(b) þ | ||||
3
|
SEC USE ONLY | |||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION | |||
CONNECTICUT | ||||
5 | SOLE VOTING POWER | |||
NUMBER OF SHARES |
||||
BENEFICIALLY |
||||
OWNED BY EACH |
6 | SHARED VOTING POWER | ||
REPORTING |
||||
11,078,222 | ||||
PERSON WITH |
7 | SOLE DISPOSITIVE POWER | ||
8 | SHARED DISPOSITIVE POWER | |||
11,078,222 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
11,078,222 | ||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |
5.2% | ||
12 |
TYPE OF REPORTING PERSON | |
CO | ||
8
1. | V. Prem Watsa, an individual; | ||
2. | 1109519 Ontario Limited (1109519), a corporation incorporated under the laws of Ontario; | ||
3. | The Sixty Two Investment Company Limited (Sixty Two), a corporation incorporated under the laws of British Columbia; | ||
4. | 810679 Ontario Limited (810679), a corporation incorporated under the laws of Ontario; | ||
5. | Fairfax Financial Holdings Limited (Fairfax), a corporation incorporated under the laws of Canada; | ||
6. | Fairfax Inc., a corporation incorporated under the laws of Wyoming; and | ||
7. | Odyssey America Reinsurance Corporation (Odyssey America), a corporation incorporated under the laws of Connecticut. |
1. | Mr. Watsas business address is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7; | ||
2. | The principal business address and principal office address of 1109519 is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7; | ||
3. | The principal business address and principal office address of Sixty Two is 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia V6C 3L3; |
9
4. | The principal business address and principal office address of 810679 is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7; | ||
5. | The principal business address and principal office address of Fairfax is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7; | ||
6. | The principal business address and principal office address of Fairfax Inc. is 300 First Stamford Place, Stamford, Connecticut 06902; and | ||
7. | The principal business address and principal office address of Odyssey America is 300 First Stamford Place, Stamford, Connecticut 06902. |
(a) | □ Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o); | ||
(b) | □ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
(c) | □ Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
(d) | □ An Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
(e) | □ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
(f) | □ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
(g) | □ A parent holding company or control person, in accordance with §240.13d-1(b)(1)(ii)(G); | ||
(h) | □ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
10
(i) | □ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
(j) | □ A non-US institution in accordance with §240.13d-1(b)(1)(ii)(J); | ||
(k) | □ Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
11
12
Dated: December 30, 2009 |
V. Prem Watsa |
||||
/s/ V. Prem Watsa | |||||
13
Dated: December 30, 2009 |
1109519 Ontario Limited |
|||
By: | /s/ V. Prem Watsa | |||
Name: | V. Prem Watsa | |||
Title: | President |
14
Dated: December 30, 2009 |
The Sixty Two Investment Company Limited |
|||
By: | /s/ V. Prem Watsa | |||
Name: | V. Prem Watsa | |||
Title: | President |
15
Dated: December 30, 2009 |
810679 Ontario Limited |
|||
By: | /s/ V. Prem Watsa | |||
Name: | V. Prem Watsa | |||
Title: | President |
16
Dated: December 30, 2009 |
Fairfax Financial Holdings Limited |
|||
By: | /s/ Paul Rivett | |||
Name: | Paul Rivett | |||
Title: | Vice President and Chief Legal Officer |
17
Dated: December 30, 2009 |
Fairfax Inc. |
|||
By: | /s/ Bradley P. Martin | |||
Name: | Bradley P. Martin | |||
Title: | Vice President |
18
Dated: December 30, 2009 |
Odyssey America Reinsurance Corporation |
|||
By: | /s/ Peter H. Lovell | |||
Name: | Peter H. Lovell | |||
Title: | Senior Vice President |
19
Exhibit No. | Description | |||
1 | Members of filing group. |
|||
2 | Joint
Filing Agreement dated as of December 30, 2009 among
V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two
Investment Company Limited, 810679 Ontario Limited, Fairfax
Financial Holdings Limited, Fairfax Inc. and Odyssey America
Reinsurance Corporation. |
20