SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported) December 3, l998 TIG HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-11856 94-3172455 (State or other (Commission File (IRS Employer jurisdiction Number) Identification of incorporation) Number) 65 East 55th Street, 28th Floor, New York, New York 10022 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 446-2700 None (Former name or former address, if changed since last report) Item 5. Other Events. On December 3, 1998, TIG Holdings, Inc. (the "Registrant") announced that it had entered into an Agreement and Plan of Merger dated December 3, 1998, among Fairfax Financial Holdings Limited ("Fairfax"), FFHL Inc.("FFHL"), and the Registrant, pursuant to which FFHL will merge with and into the Registrant. The Registrant issued a press release announcing the Merger Agreement on December 3, 1998, which is filed herewith as Exhibit 99.1. Item 7. Financial Statements. (c) Exhibits: Exhibit No. Description 99.1 Press Release dated December 3, 1998, announcing approval and adoption of the Agreement and Plan of Merger. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TIG Holdings, INC. ------------------------------ (Registrant) Date December 4, 1998 By: /s/ Peter Acton ------------------------------ (Signature) Name: Peter Acton Title: Senior Vice President and General Counsel EXHIBIT INDEX Sequentially Exhibit Numbered Number Exhibit Page 99.1 TIG Holdings, Inc. Press Release dated December 3, 1998* - -------------------------- * Filed herewith.