Introductory Statement
This Amendment No. 5 (this Amendment) amends the Schedule 13D initially filed by Catalina Holdings (Bermuda) Ltd (Catalina) on March 5, 2013 (the Original Filing), amended on July 29, 2013 (Amendment No. 1), August 6, 2013 (Amendment No. 2), August 14, 2013 (Amendment No. 3) and August 16, 2013 (Amendment No. 4), relating to shares of the Common Stock, $0.01 par value per share (the Common Shares), of American Safety Insurance Holdings, Ltd. (ASI). Information reported in the Original Filing, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 remains in effect except to the extent that it is amended or superseded by information contained in this Amendment.
Item 4.
Purpose of Transaction
The disclosure in Item 4 of the Schedule 13D is hereby supplemented by adding the following:
On August 18, 2013, representatives of Catalina informed ASI that Catalina was withdrawing its revised proposal to acquire ASI at a price of $30.75 per share, and that Catalina had entered into an agreement (the Assignment and Assumption Agreement) with Fairfax Financial Holdings Limited (Fairfax) and Tower Group International, Ltd. (Tower) to assume Towers rights and obligations, under a definitive share purchase agreement (Purchase Agreement), to acquire American Safety Reinsurance, Ltd. (ASRE), a Bermuda subsidiary of ASI. Pursuant to the terms of the Purchase Agreement, Catalina agreed to purchase ASRE from Fairfax promptly upon Fairfax acquiring ASI. Catalina has also agreed to vote the shares of Common Stock Catalina holds in favor of the adoption and approval of the merger agreement, as amended, between ASI and Fairfax.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information set forth in Item 4 above is hereby incorporated by reference into this Item 6. As part of the Assignment and Assumption Agreement, Catalina granted Fairfax an irrevocable proxy to vote the shares of Common Stock Catalina holds in favor of the adoption and approval of the merger agreement, as amended, between ASI and Fairfax.
Item 7.
Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby supplemented by adding the following:
Exhibit 10.1
Assignment and Assumption Agreement, dated as of August 18, 2013, by and between Tower Group International, Ltd., Fairfax Financial Holdings Limited and Catalina Holdings (Bermuda) Ltd
Exhibit 99.5
Copy of Press Release issued by Catalina Holdings (Bermuda) Ltd, dated August 19, 2013
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