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, 1998 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) 2 Item 5. Other Events. On December 3, 1998, TIG Holdings, Inc. (the "Registrant") entered into an Agreement and Plan of Merger dated as of December 3, 1998 (the "Agreement"), among Fairfax Financial Holdings Limited ("Fairfax"), FFHL, Inc. ("FFHL") and the Registrant, providing for the merger of FFHL (a wholly owned subsidiary of Fairfax) with and into the Registrant. The Agreement is filed herewith as Exhibit 2.1. The Registrant issued a press release announcing the Merger Agreement on December 3, 1998, which press release was filed as Exhibit 99.1 to the Registrant's Current Report on Form 8-K dated December 4, 1998. Item 7. Financial Statements. (c) Exhibits: Exhibit No. Description 2.1 Agreement and Plan of Merger dated as of December 3, 1998, among Fairfax Financial Holdings Limited, FFHL, Inc. and TIG Holdings, Inc. 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 16, 1998 By: /s/ Peter Acton ----------------- ----------------- (Signature) Name: Peter Acton Title: Senior Vice President and General Counsel 3 EXHIBIT INDEX Sequentially Exhibit Numbered Number Exhibit Page 2.1 Agreement and Plan of Merger dated as of December 3, 1998 among Fairfax Financial Holdings Limited, FFHL, Inc. and TIG Holdings, Inc.[FN1] - ------------------------------ [FN1] Filed herewith.