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FFH13G1.doc
SECURITIES AND EXCHANGE
COMMISSION Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
Fairfax Financial Holdings
Limited
____________________________________________
____________
(Name of Issuer)
Subordinate Voting Shares
___________________________________________
____________
(Title of Class and Securities)
303901102
___________________________________________
____________
(CUSIP Number of Class of
Securities)
Check the appropriate box to designate the rule
pursuant to which this
Schedule is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c) / / Rule 13d-1(d)
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form
with respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter the disclosures provided in a prior
page.
The information required in 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 ("Act") 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).
(Continued on following page(s))
CUSIP No. 303901102
13G
______________________________________________________
____________ ___________
(1) NAMES OF REPORTING PERSONS
Southeastern Asset Management, Inc. I.D. No.
62-0951781
______________________________________________________
____________ ___________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
______________________________________________________
____________ ___________
(3) SEC USE ONLY
______________________________________________________
____________ ___________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
______________________________________________________
____________ ___________
:(5) SOLE VOTING
POWER
: (Discretionary
Accounts) NUMBER OF SHARES BENEFICIALLY : 879,063
shares
OWNED BY EACH REPORTING PERSON
__________________________________________
WITH :(6) SHARED OR NO
VOTING POWER
1,391,400
shares
(shared)
113,150
shares (No
Vote)
__________________________________________
:(7) SOLE
DISPOSITIVE
POWER
(Discretionary
Accounts)
: 992,213
shares
__________________________________________
:(8) SHARED
DISPOSITIVE POWER
: 1,391,400
shares
(Shared)
0
shares (None)
______________________________________________________
____________ ___________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 2,383,613 shares
______________________________________________________
____________ ___________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9
EXCLUDES
CERTAIN SHARES -X- See Items 4(c)(iii) and 4(c)(iv).
______________________________________________________
____________ ___________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.8 %
______________________________________________________
____________ ___________
(12) TYPE OF REPORTING PERSON
IA
______________________________________________________
____________ ___________
CUSIP No. 303901102 13G
______________________________________________________
____________ ___________
(1) NAMES OF REPORTING PERSONS
Longleaf Partners Small-Cap Fund I.D. No.
62-1376170
______________________________________________________
____________ ___________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
______________________________________________________
____________ ___________
(3) SEC USE ONLY
______________________________________________________
____________ ___________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts Business Trust
______________________________________________________
____________ ___________
:(5) SOLE VOTING
POWER
:
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON
__________________________________________
WITH :(6) SHARED VOTING
POWER
799,900
shares
__________________________________________
:(7) SOLE
DISPOSITIVE POWER
: None
__________________________________________
:(8) SHARED
DISPOSITIVE POWER
: 799,900
shares
______________________________________________________
____________ ___________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
799,900 shares
______________________________________________________
____________ ___________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9
EXCLUDES
CERTAIN SHARES
______________________________________________________
____________ ___________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%
______________________________________________________
____________ ___________
(12) TYPE OF REPORTING PERSON
IV
______________________________________________________
____________ ___________
CUSIP No. 303901102 13G
______________________________________________________
____________ ___________
(1) NAMES OF REPORTING PERSONS
Longleaf Partners International Fund I.D.
No. 62-
1749486
______________________________________________________
____________ ___________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
______________________________________________________
____________ ___________
(3) SEC USE ONLY
______________________________________________________
____________ ___________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts Business Trust
______________________________________________________
____________ ___________
:(5) SOLE VOTING
POWER
:
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON
__________________________________________
WITH :(6) SHARED VOTING
POWER
591,500
shares
__________________________________________
:(7) SOLE
DISPOSITIVE POWER
: None
__________________________________________
:(8) SHARED
DISPOSITIVE POWER
: 591,500
shares
______________________________________________________
____________ ___________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
591,500 shares
______________________________________________________
____________ ___________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9
EXCLUDES
CERTAIN SHARES
______________________________________________________
____________ ___________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4%
______________________________________________________
____________ ___________
(12) TYPE OF REPORTING PERSON
IV
______________________________________________________
____________ ___________
CUSIP No. 303901102
13G
______________________________________________________
____________ ___________
(1) NAMES OF REPORTING PERSONS
O. Mason Hawkins I.D. No.
XXX-XX-XXXX
______________________________________________________
____________ ___________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
______________________________________________________
____________ ___________
(3) SEC USE ONLY
______________________________________________________
____________ ___________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States
______________________________________________________
____________ ___________
:(5) SOLE VOTING
POWER
: (Discretionary
Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON
__________________________________________
WITH :(6) SHARED VOTING
POWER
: None
__________________________________________
:(7) SOLE
DISPOSITIVE POWER
: None
__________________________________________
:(8) SHARED
DISPOSITIVE POWER
: None
______________________________________________________
____________ ___________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
None (See Item 3 )
______________________________________________________
____________ ___________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9
EXCLUDES
CERTAIN SHARES
______________________________________________________
____________ ___________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
______________________________________________________
____________ ___________
(12) TYPE OF REPORTING PERSON
IN
______________________________________________________
____________ ___________
Item 1.
(a). Name of Issuer: Fairfax Financial Holdings
Limited
(b). Address of Issuer's Principal
Executive Offices: 95 Wellington
Street West
Suite 800
Toronto, Ontario, Canada MJ5 2N7
Item 2.
(a) and (b). Names and Principal Business
Addresses of Persons
Filing:
(1) Southeastern Asset Management,
Inc.
6410 Poplar Ave.,
Suite 900 Memphis,
TN 38119
(2) Longleaf Partners Small-Cap
Fund
6410 Poplar Avenue,
Suite 900 Memphis,
TN, 38119
(3) Longleaf Partners
International Fund
6410 Poplar Avenue,
Suite 900 Memphis,
TN, 38119
(4) Mr. O. Mason
Hawkins
Chairman of the Board
and C.E.O. Southeastern
Asset Management, Inc.
6410 Poplar Ave., Suite
900 Memphis, TN 38119
(c). Citizenship:
Southeastern Asset Management, Inc. - A Tennessee
corporation
Longleaf Partners Small-Cap Fund, a series of
Longleaf Partners
Funds Trust, a Massachusetts business trust
Longleaf Partners International Fund, a
series of Longleaf Partners Funds Trust, a
Massachusetts business trust
Mr. O. Mason Hawkins - U.S. Citizen
(d). Title of Class of Securities: Subordinate
Voting Shares (the
"Securities").
(e). Cusip Number: 303901102
Item 3. If this statement is filed pursuant to Rules
13d-1 (b) or
13d-2 (b), check whether the person filing is a:
(d.) Investment Company registered under Sec. 8 of the
Investment Company Act - Longleaf Partners Small-
Cap Fund and Longleaf
Partners International Fund, series of Longleaf
Partners Funds Trust.
(e.) Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940. This
statement is being
filed
by Southeastern Asset Management, Inc. as a registered
investment
adviser. All of the securities covered by this report
are
owned
legally by Southeastern's investment advisory clients
and
none
are owned directly or indirectly by Southeastern. As
permitted
by Rule 13d-4, the filing of this statement shall not
be
construed
as an admission that Southeastern Asset Management,
Inc. is
the
beneficial owner of any of the securities covered by
this
statement.
(g) Parent Holding Company. This statement is also
being filed
by
Mr. O. Mason Hawkins, Chairman of the Board and
C.E.O. of Southeastern Asset Management, Inc. in
the event he could be deemed to be a controlling
person of that firm as the result
of
his official positions with or ownership of its voting
securities.
The existence of such control is expressly disclaimed.
Mr.
Hawkins
does not own directly or indirectly any securities
covered by this statement for his own account. As
permitted by Rule 13d-
4,
the filing of this statement shall not be construed as
an
admission
that Mr. Hawkins is the beneficial owner of any of the
securities
covered by this statement.
Item 4. Ownership:
(a). Amount Beneficially Owned: (At 12/31/03)
2,383,613 shares
Southeastern has filed this Schedule 13G under
the US securities laws because of the Issuer's
December 2002 listing of its Subordinate Voting Shares
on the New York Stock Exchange and registration of the
shares with the SEC under Section 12 of the Securities
Exchange Act of 1934. Prior to US listing, the
Issuer's shares were traded on the Toronto Stock
Exchange, where Southeastern acquired the securities
reported herein for its clients over several years,
and reported its acquisitions as required by Canadian
law.
(b). Percent of Class:
17.8 %
Above percentage is based on 13,391,918 shares of
Subordinate Voting Shares outstanding.
(c). Number of shares as to which such person
has:
(i). sole power to vote or to direct the
vote:
879,063 shares
(ii). shared or no power to vote or to
direct the vote: Shared - 1,391,400
shares.
Securities owned by the following
series of Longleaf
Partners Funds Trust, an open-end
management investment company
registered under the
Investment
Company Act of 1940, as follows:
Longleaf Partners Small-Cap Fund -
799,900 Longleaf Partners
International Fund - 591,500
No Power to Vote - 113,150 shares. This
figure does not include
20,000 shares held by completely
non-discretionary
accounts over which the filing parties have
neither voting nor dispositive power and for
which the filing parties disclaim
beneficial ownership.
(iii). sole power to dispose or to direct the
disposition
of:
992,213 shares
(iv). shared or no power to dispose or to
direct the disposition of:
Shared - 1,391,400 shares
Securities owned by the following
series of
Longleaf
Partners Funds Trust, an open-end
management investment company
registered under the
Investment
Company Act of 1940, as follows:
Longleaf Partners Small-Cap Fund -
799,900 Longleaf Partners
International Fund - 591,500
No Power - 0 shares. This figure does
not
include 20,000 shares held by completely non
discretionary
accounts over
which the filing parties have neither voting
nor dispositive power and for which the
filing parties disclaim
beneficial ownership.
Item 5. Ownership of Five Percent or Less of a Class:
N/A
Item 6. Ownership of More Than Five Percent on Behalf
of Another Person: N/A
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company:
N/A
Item 8. Identification and Classification of Members
of the Group: N/A
Item 9. Notice of Dissolution of Group: N/A
Item 10. Certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and
were not acquired for the purpose and do not have the
effect of changing or influencing the control of the
issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purposes or effect.
Signatures
After reasonable inquiry and to the best of the
knowledge and belief of the undersigned, the
undersigned certifies that the information set forth
in this statement is true, complete, and correct.
Dated: February 6, 2004
Southeastern Asset
Management, Inc.
By /s/ Andrew R.
McCarroll
_______________________________________________
Andrew R. McCarroll
Vice President and
General Counsel
Longleaf Partners Small-Cap
Fund
By Southeastern Asset
Management, Inc. By
/s/ Andrew R.
McCarroll
_______________________________________________
Andrew R. McCarroll
Vice President and
General Counsel
Longleaf Partners
International Fund
By Southeastern Asset
Management, Inc. By
/s/ Andrew R.
McCarroll
_______________________________________________
Andrew R. McCarroll
Vice President and
General Counsel O. Mason
Hawkins, Individually
/s/ O. Mason Hawkins
_______________________________________________
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, the persons or entities named
below agree to the joint filing on behalf of each of
them of this Schedule 13G with respect to the
Securities of the Issuer and further agree that this
joint filing agreement be included as an exhibit to
this Schedule 13G. In
evidence thereof, the undersigned hereby execute this
Agreement as of February 6, 2004.
Southeastern Asset
Management, Inc.
By /s/ Andrew R.
McCarroll
_______________________________________________
Andrew R. McCarroll
Vice President and
General Counsel
Longleaf Partners Small-Cap
Fund
By Southeastern Asset
Management, Inc.
By /s/ Andrew R.
McCarroll
_______________________________________________
Andrew R. McCarroll
Vice President and
General Counsel
Longleaf Partners
International Fund
By Southeastern Asset
Management, Inc. By
/s/ Andrew R.
McCarroll
_______________________________________________
Andrew R. McCarroll
Vice President and
General Counsel O. Mason
Hawkins, Individually
/s/ O. Mason Hawkins
_______________________________________________