UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~August 26~~October 3, 2013

AMERICAN SAFETY INSURANCE HOLDINGS, LTD.

(Exact name of registrant as specified in ~~its~~ charter)

Bermuda		001-14795		Not applicable
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

Bermuda

(State or other jurisdiction

of incorporation)

001-14795

(Commission File
Number)

Not applicable

(IRS Employer

Identification No.)

The Boyle Building, 2nd Floor 31 Queen Street Hamilton, Bermuda HM 11 (Address of principal executive offices, including zip code)

31(441) ~~Queen~~296-8560 ~~Street~~(Registrant’s telephone number, including area code)

Hamilton, Bermuda HM 11

(Address of principal executive offices, including zip code)

(441) 296-8560

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨o Soliciting material pursuant to Rule 14a-12 under the ~~Securities~~Exchange Act (17 CFR 240.14a-12)

¨o Pre-commencement communications pursuant to Rule 14d-2(b) 12 under the ~~Securities~~Exchange Act (17 CFR 240.14d-2(b))

¨o Pre-commencement communications pursuant to Rule 13e-4(c) 12 under the ~~Securities~~Exchange Act (17 CFR 240.13e-24(c))

Item 52.0701 Completion ~~Submission~~ of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

On ~~August 26~~October 3, 2013, ~~the~~pursuant ~~Registrant~~to ~~held a Special General Meeting of Shareholders. At~~ the ~~meeting, the Shareholders voted on approval and adoption of an~~ Agreement and Plan of Merger, dated as of June 2, 2013, ~~(the “Merger Agreement”)~~ by and among ~~the~~American ~~Registrant,~~Safety ~~Fairfax~~Insurance ~~Financial~~ Holdings, ~~Limited (“Fairfax”)~~Ltd., ~~and~~a ~~Fairfax~~ Bermuda ~~Holdings,~~exempted ~~Ltd.~~company (“~~Merger Sub~~ASI”), ~~and~~Fairfax toFinancial ~~approve~~Holdings ~~the~~Limited, ~~merger~~a ofCanadian ~~the~~corporation ~~Registrant and Merger Sub~~ (~~the~~ “~~Merger~~Fairfax”); toand ~~approve~~Fairfax anBermuda ~~adjournment~~Holdings ~~of the Special General Meeting~~Ltd., ifa ~~necessary~~Bermuda orexempted ~~appropriate~~company inand ~~the~~wholly-owned ~~view~~indirect ofsubsidiary ~~the chairman to allow the board~~ of ~~directors~~Fairfax of(“Merger ~~the~~Sub”) ~~Registrant~~(as ~~to solicit additional proxies; and to vote to approve~~amended, onthe a“Merger ~~non-binding~~Agreement”), ~~advisory~~Merger ~~basis,~~Sub ~~the~~merged ~~agreements or understandings~~ with, and ~~items~~into ~~of compensation payable to~~ASI, orwith ~~which~~ASI ~~may~~surviving ~~become payable to,~~ the ~~Registrants’~~merger ~~named executive officers~~ as a ~~result~~wholly-owned ofindirect ~~the~~subsidiary ~~Merger. The results~~ of Fairfax (the ~~voting~~ ~~were as follows:~~ “Merger”).

~~Approve~~At the effective time of the Merger ~~Agreement:~~(the “Effective Time”), each issued and outstanding common share of ASI, par value $0.01 per share (the “Shares”), other than Shares held in ASI’s treasury or owned by Fairfax, Merger Sub or any direct or indirect wholly-owned subsidiary of Fairfax, was cancelled and converted into the right to receive $30.25 in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”).

For		Percentage		Against		Percentage		Abstain		Percentage
8,080,019		99.39		31,305		.38		18,317		.25

Pursuant to the Merger Agreement, at the Effective Time, each outstanding and unexercised option to purchase Shares (an “Option”), whether vested or unvested or exercisable, became fully vested and exercisable, and all restricted Shares became fully vested and transferable and all restrictions on such restricted shares lapsed. Each holder of an Option that was outstanding and unexercised as of the Effective Time and had an exercise price per Share that was less than the per Share Merger Consideration is entitled to receive, in exchange for the cancellation of such option, an amount in cash equal to the product of (i) the difference between the per Share Merger Consideration and the applicable exercise price of such option and (ii) the aggregate number of Shares issuable upon exercise of such option, subject to applicable withholding requirements. Each holder of restricted Shares is entitled to receive, in exchange for the cancellation of such restricted Shares, an amount in cash equal to the product of (A) the Merger Consideration and (B) the aggregate number of such restricted Shares. Based on the number of issued and outstanding Shares, Options and restricted share awards on October 3, 2013, the aggregate value of the consideration paid to former holders of Shares, Options and restricted shares in connection with the Merger was approximately $317 million.

~~Approve~~A ~~adjournment~~copy of the ~~Special~~Merger ~~General~~Agreement ~~Meeting:~~is attached as Exhibit 2.1 to ASI’s Current Report on Form 8-K filed June 5, 2013 and Amendment No. 1 thereto is attached as Exhibit 2.1 to ASI’s Current Report on Form 8-K filed August 8, 2013. The foregoing summary of the Merger Agreement is qualified in its entirety by reference to the full text thereof set forth in such Exhibits 2.1.

For		Percentage		Against		Percentage		Abstain		Percentage
7,615,372		93.67		32,593		.40		481,676		5.92

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Approve~~On byOctober a3, ~~Non-Binding~~2013, ~~Vote~~in connection with the closing of the Merger, ~~Related~~ASI ~~Compensation~~notified the New York Stock Exchange (the “NYSE”) that the Bermuda Registrar of Companies has issued the certificate of merger and the Merger is deemed effective, and has requested that the NYSE suspend trading in ASI common shares. ASI also requested that the NYSE file with the SEC a notification of removal from listing on Form 25 with respect to ~~Named~~the ~~Executive~~Shares. ~~Officers:~~In addition, ASI will file with the SEC a certification and notice of termination of registration on Form 15 requesting that the Shares be deregistered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the reporting obligations of ASI under Sections 13 and 15(d) of the Exchange Act be suspended.

For		Percentage		Against		Percentage		Abstain		Percentage
5,411,908		66.57		250,135		3.07		2,467,598		30.35

Item 83.0103. Material ~~Other~~Modification ~~Events~~to Rights of Security Holders.

OnThe ~~August 26,~~information ~~2013, the~~contained ~~Registrant~~in ~~issued~~Items a2.01 ~~press~~and ~~release~~3.01 ~~announcing~~are ~~the~~incorporated ~~approval~~ by ~~the~~reference ~~Registrant’s~~into ~~shareholders~~this ofItem ~~the merger of the Registrant and Fairfax Bermuda Holdings, Ltd~~3. 03.

AItem ~~copy of the press release is attached as Exhibit 99~~5.101. Change ~~and~~in isControl ~~hereby~~of ~~incorporated herein by reference~~Registrant.

The information contained in Item 92.01 ~~Financial~~is ~~Statements~~incorporated ~~and~~by ~~Exhibits~~reference into this Item 5.01.

~~(d)~~Upon ~~Exhibits.~~the ~~The~~closing ~~following~~of ~~exhibit~~the isMerger ~~being~~on ~~furnished~~October ~~herewith:~~3, 2013, a change in control of ASI occurred, and ASI became a wholly-owned indirect subsidiary of Fairfax.

Exhibit No.		Description
99.1		Press Release of American Safety Insurance Holdings, Ltd. issued August 26, 2013 announcing approval of the merger of American Safety and Fairfax Bermuda Holdings, Ltd.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~SIGNATURES~~Departure and Appointment of Certain Officers

~~Pursuant~~In toaccordance with the ~~requirements~~Merger ofAgreement, ~~the~~Stephen ~~Securities~~R. ~~Exchange~~Crim ~~Act~~resigned as President and Chief Executive Officer of ~~1934~~ASI, ~~the~~Joseph ~~Registrant~~D. ~~has~~Scollo, ~~duly~~Jr. ~~caused~~resigned ~~this~~as ~~Report~~Chief toOperating beOfficer ~~signed~~of onASI ~~its~~and ~~behalf~~Mark byW. ~~the~~Haushill ~~undersigned~~will ~~hereunto~~resign ~~duly~~as ~~authorized.~~Chief Financial Officer of ASI.

	AMERICAN SAFETY INSURANCE HOLDINGS, LTD.
	Registrant
Date: August 26, 2013	By:	/s/ Stephen R. Crim
		Stephen R. Crim, President & CEO

Departure and Election of Certain Directors

Also in accordance with the Merger Agreement, as of the Effective Time on October 3, 2013, each of David V. Brueggan, Cody W. Birdwell, Harris R. Chorney, Stephen R. Crim, Lawrence I. Geneen and Steven L. Groot resigned from the board of directors of ASI.

Item 8.01. Other Events

On October 3, 2013, ASI issued a press release announcing that Fairfax had completed its previously announced acquisition of ASI. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

Exhibit Number	Description

99.1	Press Release, issued October 3, 2013

SIGNATURE

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.

	AMERICAN SAFETY INSURANCE HOLDINGS, LTD.


Date: October 3, 2013	By:	/s/ Nicholas C. Bentley
	Name:	Nicholas C. Bentley
	Title:	President

EXHIBIT INDEX

Exhibit Number		Description

99.1		Press Release, issued October 3, 2013

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