sc13d
 

 
 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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
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 -

Christopher J. Cummings
Shearman & Sterling LLP
Commerce Court West
199 Bay Street, Suite 4405
Toronto, Ontario M5L 1E8
Telephone (416) 360-8484
April 2, 2008
(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. þ.

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).

 
 

 

                         
Cusip No.
  
45928H106 
   Page  
2 
   of   
 39 
   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   21,055,000
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    21,055,000
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  21,055,000
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  13.8%
     
14   TYPE OF REPORTING PERSON
   
  IN

 

                         
Cusip No.
  
45928H106 
   Page  
3 
   of   
 39 
   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
   
  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   21,055,000
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    21,055,000
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  21,055,000
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  13.8%
     
14   TYPE OF REPORTING PERSON
   
  CO

 

                         
Cusip No.
  
45928H106 
   Page  
4 
   of   
 39 
   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   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
   
  BRITISH COLUMBIA, CANADA
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   21,055,000
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    21,055,000
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  21,055,000
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  13.8%
     
14   TYPE OF REPORTING PERSON
   
  CO

 

                         
Cusip No.
  
45928H106 
   Page  
5 
   of   
 39 
   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
   
  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   21,055,000
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    21,055,000
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  21,055,000
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  13.8%
     
14   TYPE OF REPORTING PERSON
   
  CO

 

                         
Cusip No.
  
45928H106 
   Page  
6 
   of   
 39 
   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   21,055,000
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    21,055,000
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  21,055,000
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  13.8%
     
14   TYPE OF REPORTING PERSON
   
  CO

 

                         
Cusip No.
  
45928H106 
   Page  
7 
   of   
 39 
   Pages

 

           
1   Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)

ODYSSEY RE HOLDINGS CORP.
     
     
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
   
  DELAWARE
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   10,230,763
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    10,230,763
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  10,230,763
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  6.7%
     
14   TYPE OF REPORTING PERSON
   
  CO

 

                         
Cusip No.
  
45928H106 
   Page  
8 
   of   
 39 
   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   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   10,230,763
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    10,230,763
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  10,230,763
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  6.7%
     
14   TYPE OF REPORTING PERSON
   
  CO

 

                         
Cusip No.
  
45928H106 
   Page  
9 
   of   
 39 
   Pages

 

           
1   Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)

UNITED STATES FIRE 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
   
  DELAWARE
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,435,900
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    1,435,900
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,435,900
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  0.9%
     
14   TYPE OF REPORTING PERSON
   
  CO

 

                         
Cusip No.
  
45928H106 
   Page  
10 
   of   
 39 
   Pages

 

           
1   Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)

THE NORTH RIVER 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
   
  NEW JERSEY
       
  7   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   4,682,237
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    4,682,237
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  4,682,237
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  3.1%
     
14   TYPE OF REPORTING PERSON
   
  CO

 

                         
Cusip No.
  
45928H106 
   Page  
11 
   of   
 39 
   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   3,506,100
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10   SHARED DISPOSITIVE POWER
     
    3,506,100
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,506,100
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
  2.3%
     
14   TYPE OF REPORTING PERSON
   
  CO

 

Item 1.   Security and Issuer.
     The class of securities to which this statement relates is the shares (the “Shares”) of common stock, $0.01 par value, of International Coal Group, Inc., a Delaware corporation. The Shares are listed on the New York Stock Exchange. The address of the principal executive office of International Coal Group, Inc. (“ICG”) is 300 Corporate Center Drive, Scott Depot, West Virginia 25560.
Item 2.   Identity and Background.
          This statement is being jointly filed by the following persons (collectively, the “Reporting Persons”):
  1.   V. Prem Watsa, an individual, is a citizen of Canada and is the Chairman and Chief Executive Officer of Fairfax Financial Holdings Limited. Mr. Watsa’s business address is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;
 
  2.   1109519 Ontario Limited (“1109519”), a corporation incorporated under the laws of Ontario, is controlled by V. Prem Watsa. The principal business of 1109519 is as an investment holding company. The principal business and principal office address of 1109519 is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;
 
  3.   The Sixty Two Investment Company Limited (“Sixty Two”), a corporation incorporated under the laws of British Columbia, is controlled by V. Prem Watsa. The principal business of Sixty Two is as an investment holding company. The principal business and principal office address of Sixty Two is 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia, Canada, V6C 3L3;
 
  4.   810679 Ontario Limited (“810679”), a corporation incorporated under the laws of Ontario, is controlled by V. Prem Watsa. The principal business of 810679 is as an investment holding company. The principal business and principal office address of 810679 is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;
 
  5.   Fairfax Financial Holdings Limited (“Fairfax”), a corporation incorporated under the laws of Canada, is controlled by V. Prem Watsa. Fairfax is a financial services holding company. The principal business and principal office address of Fairfax is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;
 
  6.   Odyssey Re Holdings Corp. (“OdysseyRe”), a corporation incorporated under the laws of Delaware, is a majority-owned subsidiary of Fairfax. OdysseyRe is a holding Company. The principal business and principal

12

 

      office address of OdysseyRe is 300 First Stamford Place, Stamford, Connecticut 06902;
 
  7.   Odyssey America Reinsurance Corporation (“Odyssey America”), a corporation incorporated under the laws of Connecticut, is a wholly-owned subsidiary of OdysseyRe. 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;
 
  8.   United States Fire Insurance Company (“US Fire”), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. The principal business of US Fire is property/casualty insurance. The principal business and principal office address of US Fire is 305 Madison Ave., Morristown, New Jersey 07962;
 
  9.   The North River Insurance Company (“North River”), a corporation incorporated under the laws of New Jersey, is a wholly-owned subsidiary of Fairfax. The principal business of North River is insurance. The principal business and principal office address of North River is 305 Madison Ave., Morristown, New Jersey 07962; and
 
  10.   TIG Insurance Company (“TIG”), a corporation incorporated under the laws of California, is a wholly-owned subsidiary of Fairfax. The principal business of TIG is property/casualty insurance. The principal business and principal office address of TIG is 250 Commercial Street, Suite 500, Manchester, NH 03101.
Neither the filing of this Schedule 13D nor the information contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, 1109519, Sixty Two, 810679, Fairfax, OdysseyRe, Odyssey America, US Fire, North River or TIG that it is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed.
The name, present principal occupation or employment and name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each director and executive officer of each of the Reporting Persons is set forth in Annex A, B, C, D, E, F, G, H or I as the case may be, and such Annexes are incorporated herein by reference.
Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, the Reporting Persons have agreed to file jointly one statement with respect to their ownership of the Shares.
During the last five years, none of the Reporting Persons, and, to the best of each such Reporting Person’s knowledge, none of the executive officers or directors of such Reporting Person have

13

 

been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.   Source and Amount of Funds or Other Consideration.
The source of the funds for the Shares was cash on hand from existing investment portfolios. The purchase price for the Shares was approximately $92,744,528.25.
Item 4.   Purpose of Transaction.
The Shares have been acquired for investment purposes.
The Reporting Persons have the following plans and proposals:
(a) Except as described herein, the Reporting Persons currently do not intend to acquire or dispose of securities of ICG, but may formulate plans to do so in the future. The Reporting Persons intend to review, on a continuous basis, various factors related to their direct or indirect investment, as the case may be, in ICG, including the price and availability of the securities of ICG, subsequent developments affecting ICG’s business, other investment and business opportunities available to the Reporting Persons and general market and economic conditions. Based upon these and other factors, the Reporting Persons may decide to purchase additional securities of ICG or may decide in the future to sell all or part of their investment in ICG;
(b) The Reporting Persons have no plans or proposals to cause ICG to enter into any extraordinary corporate transaction, such as a merger, reorganization or liquidation of ICG or any of its subsidiaries;
(c) The Reporting Persons have no plans or proposals to cause ICG or any of its subsidiaries to sell or transfer a material amount of assets;
(d) Except as described herein, the Reporting Persons have no plans or proposals which would result in a change in the present board of directors or management of ICG, whether through a change in the number or term of directors or otherwise. On April 2, 2008, Samuel A. Mitchell was appointed to ICG’s board of directors. Mr. Mitchell is a managing director of Hamblin Watsa Investment Counsel, a wholly-owned subsidiary of Fairfax;
(e) The Reporting Persons have no plans to make any material change in the present capitalization or dividend policy of ICG;
(f) The Reporting Persons have no plans or proposals to cause ICG to make any other material change in its business or corporate structure;

14

 

(g) The Reporting Persons have no plans or proposals to cause ICG to change its certificate of incorporation or bylaws or to take other actions which may impede the acquisition of control of ICG by any person;
(h) The Reporting Persons have no plans or proposals to cause the shares of Common Stock of ICG to be delisted from any securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system;
(i) The Reporting Persons have no plans or proposals to cause any class of equity securities of ICG to become eligible for termination or registration pursuant to Section 12(g) of the Exchange Act; and
(j) The Reporting Persons have no plans or proposals to take any actions similar to those enumerated above.
Item 5.   Interest in Securities of the Issuer.
(a) Based on the most recent information available, the aggregate number and percentage of the Shares (the securities identified pursuant to Item 1 of this Schedule 13D) that are beneficially owned by each of the Reporting Persons is set forth in boxes 11 and 13 of 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.
(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 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.
(c) None of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed in Annex A, B, C, D, E, F, G, H, or I, beneficially owns, or has acquired or disposed of, any Shares during the last 60 days.
(d) No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of ICG’s common shares held by the Reporting Persons other than each of the Reporting Persons.
(e) Not applicable.
Item 6.   Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer
9.00% Convertible Senior Notes due 2012
On July 27, 2007, Fairfax purchased $15.0 million aggregate principal amount, Odyssey America purchased $7.5 million aggregate principal amount and TIG purchased $7.5 million aggregate principal amount of ICG’s 9.00% Convertible Senior Notes due 2012 (the “Notes”) in

15

 

ICG’s private placement of $225 million aggregate principal amount of Notes. The 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 Notes. Upon conversion, in lieu of Shares, for each $1,000 principal amount of 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 (the “Indenture”) governing the Notes. If the conversion value exceeds $1,000, ICG 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. The Notes become convertible on February 1, 2012 and will be convertible until the close of business on the business day immediately preceding August 1, 2012. The Notes may become convertible earlier than February 1, 2012 upon the occurrence of certain trigger events, as set forth in the Indenture.
Registration Rights Agreement
Fairfax expects to enter into a Registration Rights Agreement with ICG, pursuant to which Fairfax will have the right to request that ICG effect the registration of all or part of the Shares held by Fairfax and its affiliates, subject to certain limitations.
The descriptions in this Item 6 of the Notes and the Indenture are qualified in their entirety by reference to the Indenture, which has been filed as an Exhibit to this Schedule 13D.
Item 7.   Material to be Filed as Exhibits.
The following is filed herewith as an exhibit:
Ex. 1:    Joint filing agreement dated as of April 14, 2008 between 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, United States Fire Insurance Company, The North River Insurance Company and TIG Insurance Company.
 
Ex. 2:    Indenture, dated as of July 31, 2007, among International Coal Group, Inc., the Guarantors named therein and The Bank of New York Trust Company, N.A. (incorporated by reference to the Current Report on 8-K of ICG filed with the Commission on July 31, 2007)

16

 

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: April 14, 2008  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 that the information set forth in this statement is true, complete and correct.
         
Dated: April 14, 2008  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 that the information set forth in this statement is true, complete and correct.
         
Dated: April 14, 2008  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 that the information set forth in this statement is true, complete and correct.
         
Dated: April 14, 2008  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 that the information set forth in this statement is true, complete and correct.
         
Dated: April 14, 2008  Fairfax Financial Holdings Limited
 		  
  By:   /s/ Paul Rivett    
    Name:   Paul Rivett   
    Title:   Vice President   

 

 

         
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: April 14, 2008  Odyssey Re Holdings Corp.
 		  
  By:   /s/ Donald L. Smith    
    Name:   Donald L. Smith   
    Title:   Senior Vice President   

 

 

         
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: April 14, 2008  Odyssey America Reinsurance Corporation
 		  
  By:   /s/ Donald L. Smith    
    Name:   Donald L. Smith   
    Title:   Senior Vice President   

 

 

         
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: April 14, 2008  United States Fire Insurance Company
 		  
  By:   /s/ Paul Bassaline    
    Name:   Paul Bassaline   
    Title:   Vice President   

 

 

         
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: April 14, 2008  The North River Insurance Company
 		  
  By:   /s/ Paul Bassaline    
    Name:   Paul Bassaline   
    Title:   Vice President   

 

 

         
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: April 14, 2008  TIG Insurance Company
 		  
  By:   /s/ William J. Gillett    
    Name:   William J. Gillett   
    Title:   President   
 

 

 

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 Re Holdings Corp.
 
    
F
  Directors and Executive Officers of Odyssey America Reinsurance Corporation
 
    
G
  Directors and Executive Officers of United States Fire Insurance Company
 
    
H
  Directors and Executive Officers of The North River Insurance Company
 
    
I
  Directors and Executive Officers of TIG Insurance Company

27

 

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 and Director)
  Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited 		  Canadian

28

 

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
(Assistant Secretary and Director)
  Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited 		  Canadian

29

 

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 and Director)
  Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited 		  Canadian

30

 

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
 
        
David Johnston
(Director)
  President and Vice-Chancellor,
University of Waterloo
St. Clements, 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
 
        
Paul Murray
(Director)
  President, Pine Smoke Investments
Toronto, Ontario Canada 		  Canadian
 
        
Greg Taylor
(Vice President and Chief Financial Officer)
  Vice President and Chief Financial Officer,
Fairfax Financial Holdings Limited 		  Canadian

31

 

         
    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
 
        
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

32

 

ANNEX E
DIRECTORS AND EXECUTIVE OFFICERS OF
ODYSSEY RE HOLDINGS CORP.
          The following table sets forth certain information with respect to the directors and executive officers of Odyssey Re Holdings Corp.
         
    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)
  Chairman and Chief Executive Officer,
Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7 		  Canadian
 
        
James F. Dowd
(Vice Chairman)
  President and Chief Executive Officer,
Fairfax Inc.
305 Madison Avenue
Morristown, NJ 07962 		  United States
 
        
Andrew Barnard
(President, Chief Executive
Officer and Director)
  President, Chief Executive Officer, and
Director
Odyssey Re Holdings Corp.
300 First Stamford Place,
Stamford, Connecticut 06902 		  United States
 
        
Michael G. Wacek
(Executive Vice President)
  Executive Vice President,
Odyssey Re Holdings Corp. 		  United States
 
        
R. Scott Donovan
(Executive Vice President and Chief Financial Officer)
  Executive Vice President and Chief Financial
Officer,
Odyssey Re Holdings Corp. 		  United States
 
        
Anthony J. Narciso, Jr.
(Senior Vice President and Controller)
  Senior Vice President and Controller,
Odyssey Re Holdings Corp. 		  United States

33

 

         
    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
 
        
Donald L. Smith
(Senior Vice President, General Counsel and Corporate Secretary)
  Senior Vice President,
General Counsel and Corporate Secretary,
Odyssey Re Holdings Corp. 		  United States
 
        
Peter M. Bennett
(Director)
  Deputy Chairman,
Aon Re Canada
150 King Street West
Suite 1900
Toronto, Ontario M5H 1J9 		  Canadian
 
        
Anthony F. Griffiths
(Director)
  Independent Consultant and Corporate
Director,
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7 		  Canadian
 
        
Patrick W. Kenny
(Director)
  President and Chief Executive Officer,
International Insurance Society
101 Murray Street
New York, NY 10007 		  United States
 
        
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
 
        
Bradley P. Martin
(Director)
  Vice President, Chief Operating Officer and
Corporate Secretary,
Fairfax Financial Holdings Limited 		  Canadian
 
        
Paul M. Wolff
(Director)
  Partner,
Williams & Connolly LLP
725 Twelfth St., N.W.
Washington, D.C. 20005 		  United States

34

 

ANNEX F
DIRECTORS AND EXECUTIVE OFFICERS OF
ODYSSEY AMERICA REINSURANCE CORPORATION
          The following table sets forth certain information with respect to the directors and executive officers of Odyssey America Reinsurance Corporation.
         
    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
 
        
Andrew A. Barnard
(Chairman, Chief Executive Officer and Director)
  President, Chief Executive Officer, and
Director
Odyssey Re Holdings Corp.
300 First Stamford Place,
Stamford, Connecticut 06902 		  United States
 
        
Michael G. Wacek
(President and Director)
  Executive Vice President,
Odyssey Re Holdings Corp 		  United States
 
        
R. Scott Donovan
(Executive Vice President, Chief Financial Officer and Director)
  Executive Vice President and Chief Financial
Officer,
Odyssey Re Holdings Corp. 		  United States
 
        
James E. Migliorini
(Executive Vice President and Director)
  Executive Vice President,
Odyssey America Reinsurance Corporation 		  United States
 
        
Donald L. Smith
(Senior Vice President and
General Counsel and Director)
  Senior Vice President, General Counsel and
Corporate Secretary,
Odyssey Re Holdings Corp. 		  United States
 
        
Brian D. Young
(Executive Vice President and Director)
  Executive Vice President,
Odyssey America Reinsurance Corporation 		  United States
 
        
R. Scott Donovan
(Executive Vice President, Chief Financial Officer and Director)
  Executive Vice President and Chief Financial
Officer,
Odyssey Re Holdings Corp. 		  United States

35

 

ANNEX G
DIRECTORS AND EXECUTIVE OFFICERS OF
UNITED STATES FIRE INSURANCE COMPANY
          The following table sets forth certain information with respect to the directors and executive officers of United States Fire 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
 
        
Douglas M. Libby
(Chief Executive Officer and Chairman)
  President and Chief Executive Officer,
Crum & Forster Holdings Corp. and various
other insurance subsidiaries,
305 Madison Avenue
Morristown, NJ 07962 		  United States
 
        
Joseph F. Braunstein, Jr.
(President, Chief Operating
Officer and Director)
  Vice Chairman,
Crum & Forster Holdings Corp. and various
other insurance subsidiaries,
305 Madison Avenue
Morristown, NJ 07962 		  United States
 
        
Mary Jane Robertson
(Executive Vice President, Chief Financial Officer, Treasurer and Director)
  Executive Vice President, Chief Financial
Officer and Treasurer,
Crum & Forster Holdings Corp. and various
other insurance subsidiaries
305 Madison Avenue
Morristown, NJ 07962 		  United States
 
        
Dennis J. Hammer
(Senior Vice President and Controller)
  Senior Vice President and Controller,
United States Fire Insurance Company
305 Madison Avenue
Morristown, NJ 07962 		  United States

36

 

ANNEX H
DIRECTORS AND EXECUTIVE OFFICERS OF
THE NORTH RIVER INSURANCE COMPANY
          The following table sets forth certain information with respect to the directors and executive officers of The North River 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
 
        
Douglas M. Libby
(Chief Executive Officer and Chairman)
  President and Chief Executive Officer,
Crum & Forster Holdings Corp. and various
other insurance subsidiaries,
305 Madison Avenue
Morristown, NJ 07962 		  United States
 
        
Joseph F. Braunstein, Jr.
(President, Chief Operating
Officer and Director)
  Vice Chairman,
Crum & Forster Holdings Corp. and various
other insurance subsidiaries,
305 Madison Avenue
Morristown, NJ 07962 		  United States
 
        
Mary Jane Robertson
(Executive Vice President, Chief Financial Officer, Treasurer and Director)
  Executive Vice President, Chief Financial
Officer and Treasurer,
Crum & Forster Holdings Corp. and various
other insurance subsidiaries,
305 Madison Avenue
Morristown, NJ 07962 		  United States
 
        
Dennis J. Hammer
(Senior Vice President and Controller)
  Senior Vice President and Controller,
United States Fire Insurance Company,
305 Madison Avenue
Morristown, NJ 07962 		  United States

37

 

ANNEX I
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
 
        
Dennis C. Gibbs
(Chairman, Chief Executive
Officer and Director)
  Chairman, Chief Executive Officer and
Director,
TIG Insurance Company
c/o Riverstone Resources LLC
250 Commercial St.
Suite 5000
Manchester, New Hampshire 03101 		  United States
 
        
William J. Gillett
(President and Director)
  President and Director,
TIG Insurance Company 		  United States
 
        
Charles G. Ehrlich
(Senior Vice President and Director)
  Senior Vice President, Secretary and General
Counsel,
Riverstone Claims Management LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101 		  United States
 
        
John M. Parker
(Senior Vice President and Director)
  Senior Vice President,
TIG Insurance Company 		  United States
 
        
Richard F. Coerver IV
(Senior Vice President, Chief Financial Officer and Director)
  Senior Vice President, Chief Financial Officer
and Director,
TIG Insurance Company 		  United States
 
        
Frank DeMaria
(Senior Vice President and Director)
  Senior Vice President,
TIG Insurance Company 		  United States

38

 

Exhibit Index
     
Exhibit No.   Description
 
    
Ex. 1:
  Joint filing agreement dated as of April 14, 2008 between 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, United States Fire Insurance Company, The North River Insurance Company and TIG Insurance Company.
 
    
Ex. 2:
  Indenture, dated as of July 31, 2007, among International Coal Group, Inc., the Guarantors named therein and The Bank of New York Trust Company, N.A. (incorporated by reference to the Current Report on 8-K of ICG filed with the Commission on July 31, 2007)

39